Nathanael Greene Elem. School Door...

Section 00 01 01

PROJECT MANUAL

FOR

Nathanael Greene Elem. School Door Replacement 2717 NC Highway 62 East

Liberty, NC 27298

PREPARED BY:

Robbins Architecture, PA

2640 Willard Dairy Road, Suite 122, High Point, NC 27265

June 29, 2016

06/29/1

6

Section 00 01 10 TABLE OF CONTENTS

Page - 1

Table of Contents

NATHANAEL GREENE ELEM.

SCHOOL DOOR REPLACEMENT

GENERAL

00 01 01 TITLE PAGE

00 01 10 TABLE OF CONTENTS

BIDDING REQUIREMENTS

00 11 13 ADVERTISEMENT FOR BIDS

00 21 13 DRAFT A701-1997

00 41 13 BID FORM

00 45 39 PARTICIPATION MWBE (DK-P)

00 45 39.01 AFFIDAVIT A – LISTING OF GOOD FAITH EFFORT

00 45 39.02 AFFIDAVIT B – INTENT TO PERFORM CONTRACT WITH OWN

WORKFORCE

00 45 39.03 APPENDIX E – MBE DOCUMENTATION FOR CONTRACT PAYMENTS

00 45 39.04 IDENTIFICATION OF M/WSEDBE BUSINESS PARTICIPATION

00 45 46.01 E-VERIFY AFFIDAVIT

00 45 46.02 IRAN DIVESTMENT CERTIFICATION

CONTRACT REQUIREMENTS

00 52 12.01 A107 – 2007 STANDARD FORM OF AGREEMENT Between Owner and

Contactor for a Project of Limited Scope

00 54 12.01 HUB PARTICIPATION REPORT

00 62 11 SUBMITTAL TRANSMITTAL FORM

00 62 76 PAY APPLICATION COVER SHEET

00 62 76.13 COUNTY SALES AND USE TAX REPORT – APPENDIX A

00 63 19 REQUEST FOR CLARIFICATION

00 63 25 SUBSTITUTION REQUEST FORM

00 63 57 CHANGE ORDER REQUEST FORM

00 65 23 CONTRACTOR’S GENERAL WARRANTY

00 65 73 CERTIFICATE OF NON USE OF ASBESTOS CONTAINING PRODUCTS

00 73 00.01 A201 -2007 GENERAL CONDITIONS

00 73 00.02 GENERAL CONDITIONS AMENDMENT REQUEST

DIVISION 1 – GENERAL REQUIREMENTS

01 11 00 SUMMARY OF WORK

01 14 00 WORK RESTRICTIONS

01 21 00 ALLOWANCES

01 23 00 ALTERNATES

01 25 00 SUBSTITUTIONS PROCEDURES

01 26 00 MODIFICATION PROCEDURES

01 26 13 REQUEST FOR INFORMATION

01 29 00 PAYMENT PROCEDURES

Section 00 01 10 TABLE OF CONTENTS

Page - 2

Table of Contents

01 31 00 PROJECT MANAGEMENT & COORDINATION

01 33 00 SUBMITTALS

01 35 13 SPECIAL PROJECT PROCEDURES

01 35 13.01 NAME TAG TEMPLATE

01 35 12.02 GCS BOARD POLICY NO USE OF TOBACCO PRODUCTS

01 77 00 CLOSEOUT PROCEDURES

01 77 19 CLOSEOUT REQUIREMENTS

01 78 36 WARRANTIES

SPECIFICATIONS:

01 40 00 QUALITY REQUIREMENTS

02 41 13 SELECTIVE SITE DEMOLITION

07 92 00 JOINT SEALANTS

08 11 13 HOLLOW METAL DOORS AND FRAMES

08 71 00 DOOR HARDWARE

08 80 00 GLAZING

09 91 23 PAINTING

END OF TABLE OF CONTENTS

Guilford County Schools ADVERTISEMENT FOR BIDS

DOOR REPLACEMENT PROJECTS

Sealed proposals will be received by the Guilford County School System until 3:30, Thursday, August 11, 2016, at 501 W. Washington Street, Greensboro, NC 27401, Room100, and immediately thereafter publicly opened and read aloud, to furnish all materials and labor for the following projects to be bid separately:

Nathanael Greene Elem. School Door Replacement 2717 NC Highway 62 East, Liberty, NC Sumner Elementary School Door Replacement

1915 Harris Drive, Greensboro, NC Jamestown Elementary School Door Replacement

108 Potter Drive, Jamestown, NC Plans and issued addenda can be viewed at the following web address on the Guilford County Schools website: http://bit.ly/OnlinePlans. Follow directions to the public plan room. Printed copies of the document package can be purchased for $100 plus shipping costs through the office of Robbins Architecture, PA, and will be shipped upon receipt of payment. Questions regarding the bids should be directed in writing to Robbins Architecture, PA 2640 Willard Dairy Road, Suite 122, High Point NC 27265 / [email protected]. A brief description of work in the projects follows: Replacement of doors, frames and hardware A non-mandatory pre-bid conference will be held at each site as per the following schedule:

Nathanael Greene Elementary School: 10:00, Thursday, July 21, 2016 Sumner Elementary School: 11:30, Thursday, July 21, 2016 Jamestown Elementary School: 1:30, Thursday, July 21, 2016

Attendees should meet at the main office of each site. Attendance at this conference is not required, but allows all potential bidders to examine the existing conditions and to discuss particular details of the project. Any questions regarding pre-bid time should be directed to Carl Jobe, GCS Maintenance Department Project Manager, at 336-669-1506. Bidders must be properly licensed for the work in accordance with Section 87 of the North Carolina General Statutes. Minority businesses are encouraged to submit bids for this project. The appropriate forms from the section entitled “Participation by Women and Minority Owned Businesses” must be submitted with each bid to show good faith efforts to obtain Minority and Women Owned Business Enterprise participation. The Guilford County Board of Education awards public contracts without regard to race, religion, color, creed, national origin, sex, age or handicapped condition as defined by North Carolina General Statutes, Section 168A-3. The Board reserves the right to reject any or all bids presented and to waive any informalities and irregularities. Guilford County Schools Donald Reid Purchasing Officer

AIA®

Document A701TM – 1997

Instructions to Bidders

AIA Document A701™ – 1997. Copyright © 1970, 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved.

WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of

this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent

possible under the law. This draft was produced by AIA software at 14:54:53 on 09/26/2011 under Order No.7866760985_1 which expires on

12/20/2011, and is not for resale.

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for the following PROJECT: (Name and location or address)

«GCS BASE CONTRACTS»

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«617 W. Market St., Greensboro, NC 27401 »

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TABLE OF ARTICLES 1 DEFINITIONS 2 BIDDER'S REPRESENTATIONS 3 BIDDING DOCUMENTS 4 BIDDING PROCEDURES 5 CONSIDERATION OF BIDS 6 POST-BID INFORMATION 7 PERFORMANCE BOND AND PAYMENT BOND 8 FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR

Formatted: Highlight







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ARTICLE 1 DEFINITIONS § 1.1 Bidding Documents include the Bidding Requirements and the proposed Contract Documents. The Bidding Requirements consist of the Advertisement or Invitation to Bid, Instructions to Bidders, Supplementary Instructions to Bidders, the bid form, and other sample bidding and contract forms. The proposed Contract Documents consist of the form of Agreement between the Owner and Contractor, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications and all Addenda issued prior to execution of the Contract. § 1.2 Definitions set forth in the General Conditions of the Contract for Construction, AIA Document A201, or in other Contract Documents are applicable to the Bidding Documents. § 1.3 Addenda are written or graphic instruments issued by the Architect prior to the execution of the Contract which modify or interpret the Bidding Documents by additions, deletions, clarifications or corrections. § 1.4 A Bid is a complete and properly executed proposal to do the Work for the sums stipulated therein, submitted in accordance with the Bidding Documents. § 1.5 The Base Bid is the sum stated in the Bid for which the Bidder offers to perform the Work described in the Bidding Documents as the base, to which Work may be added or from which Work may be deleted for sums stated in Alternate Bids. § 1.6 An Alternate Bid (or Alternate) is an amount stated in the Bid to be added to or deducted from the amount of the Base Bid if the corresponding change in the Work, as described in the Bidding Documents, is accepted. § 1.7 A Unit Price is an amount stated in the Bid as a price per unit of measurement for materials, equipment or services or a portion of the Work as described in the Bidding Documents. § 1.8 A Bidder is a person or entity who submits a Bid and who meets the requirements set forth in the Bidding Documents. § 1.9 A Sub-bidder is a person or entity who submits a bid to a Bidder for materials, equipment or labor for a portion of the Work. ARTICLE 2 BIDDER'S REPRESENTATIONS § 2.1 The Bidder by making a Bid represents that: § 2.1.1 The Bidder has read and understands the Bidding Documents or Contract Documents, to the extent that such documentation relates to the Work for which the Bid is submitted, and for other portions of the Project, if any, being bid concurrently or presently under construction. § 2.1.2 The Bid is made in compliance with the Bidding Documents. § 2.1.3 The Bidder has visited the site, become familiar with local conditions under which the Work is to be performed and has correlated the Bidder's personal observations with the requirements of the proposed Contract Documents. § 2.1.4 The Bid is based upon the materials, equipment and systems required by the Bidding Documents without exception. ARTICLE 3 BIDDING DOCUMENTS § 3.1 COPIES § 3.1.1 Bidders may obtain complete sets of the Bidding Documents from the issuing office designated in the Advertisement or Invitation to Bid in the number and for the deposit sum, if any, stated therein. The deposit will be refunded to Bidders who submit a bona fide Bid and return the Bidding Documents in good condition within ten days after receipt of Bids. The cost of replacement of missing or damaged documents will be deducted from the deposit. A Bidder receiving a Contract award may retain the Bidding Documents and the Bidder's deposit will be refunded.






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§ 3.1.2 Bidding Documents will not be issued directly to Sub-bidders unless specifically offered in the Advertisement or Invitation to Bid, or in supplementary instructions to bidders. § 3.1.3 Bidders shall use complete sets of Bidding Documents in preparing Bids; neither the Owner nor Architect assumes responsibility for errors or misinterpretations resulting from the use of incomplete sets of Bidding Documents. § 3.1.4 The Owner and Architect may make copies of the Bidding Documents available on the above terms for the purpose of obtaining Bids on the Work. No license or grant of use is conferred by issuance of copies of the Bidding Documents. § 3.2 INTERPRETATION OR CORRECTION OF BIDDING DOCUMENTS § 3.2.1 The Bidder shall carefully study and compare the Bidding Documents with each other, and with other work being bid concurrently or presently under construction to the extent that it relates to the Work for which the Bid is submitted, shall examine the site and local conditions, and shall at once report to the Architect errors, inconsistencies or ambiguities discovered. § 3.2.2 Bidders and Sub-bidders requiring clarification or interpretation of the Bidding Documents shall make a written request which shall reach the Architect at least seven days prior to the date for receipt of Bids. § 3.2.3 Interpretations, corrections and changes of the Bidding Documents will be made by Addendum. Interpretations, corrections and changes of the Bidding Documents made in any other manner will not be binding, and Bidders shall not rely upon them. § 3.3 SUBSTITUTIONS § 3.3.1 The materials, products and equipment described in the Bidding Documents establish a standard of required function, dimension, appearance and quality to be met by any proposed substitution. § 3.3.2 No substitution will be considered prior to receipt of Bids unless written request for approval has been received by the Architect at least ten days prior to the date for receipt of Bids. Such requests shall include the name of the material or equipment for which it is to be substituted and a complete description of the proposed substitution including drawings, performance and test data, and other information necessary for an evaluation. A statement setting forth changes in other materials, equipment or other portions of the Work, including changes in the work of other contracts that incorporation of the proposed substitution would require, shall be included. The burden of proof of the merit of the proposed substitution is upon the proposer. The Architect's decision of approval or disapproval of a proposed substitution shall be final. § 3.3.3 If the Architect approves a proposed substitution prior to receipt of Bids, such approval will be set forth in an Addendum. Bidders shall not rely upon approvals made in any other manner. § 3.3.4 No substitutions will be considered after the Contract award unless specifically provided for in the Contract Documents. § 3.4 ADDENDA § 3.4.1 Addenda will be transmitted to all who are known by the issuing office to have received a complete set of Bidding Documents. § 3.4.2 Copies of Addenda will be made available for inspection wherever Bidding Documents are on file for that purpose. § 3.4.3 Addenda will be issued no later than four days prior to the date for receipt of Bids except an Addendum withdrawing the request for Bids or one which includes postponement of the date for receipt of Bids. § 3.4.4 Each Bidder shall ascertain prior to submitting a Bid that the Bidder has received all Addenda issued, and the Bidder shall acknowledge their receipt in the Bid. ARTICLE 4 BIDDING PROCEDURES






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§ 4.1 PREPARATION OF BIDS § 4.1.1 Bids shall be submitted on the forms included with the Bidding Documents. § 4.1.2 All blanks on the bid form shall be legibly executed in a non-erasable medium. § 4.1.3 Sums shall be expressed in both words and figures. In case of discrepancy, the amount written in words shall govern. § 4.1.4 Interlineations, alterations and erasures must be initialed by the signer of the Bid. § 4.1.5 All requested Alternates shall be bid. If no change in the Base Bid is required, enter "No Change." § 4.1.6 The Bidder shall make no additional stipulations on the bid form nor qualify the Bid in any other manner. § 4.1.7 Each copy of the Bid shall state the legal name of the Bidder and the nature of legal form of the Bidder. The Bidder shall provide evidence of legal authority to perform within the jurisdiction of the Work. Each copy shall be signed by the person or persons legally authorized to bind the Bidder to a contract. A Bid by a corporation shall further give the state of incorporation and have the corporate seal affixed. A Bid submitted by an agent shall have a current power of attorney attached certifying the agent's authority to bind the Bidder. § 4.2 BID SECURITY § 4.2.1 Each Bid shall be accompanied by a bid security in the form and amount required if so stipulated in the Instructions to Bidders. The Bidder pledges to enter into a Contract with the Owner on the terms stated in the Bid and will, if required, furnish bonds covering the faithful performance of the Contract and payment of all obligations arising thereunder. Should the Bidder refuse to enter into such Contract or fail to furnish such bonds if required, the amount of the bid security shall be forfeited to the Owner as liquidated damages, not as a penalty. The amount of the bid security shall not be forfeited to the Owner in the event the Owner fails to comply with Section 6.2. § 4.2.2 If a surety bond is required, it shall be written on the form provided in the Bidding Documents, and the attorney-in-fact who executes the bond on behalf of the surety shall affix to the bond a certified and current copy of the power of attorney. § 4.2.3 The Owner will have the right to retain the bid security of Bidders to whom an award is being considered until either (a) the Contract has been executed and bonds, if required, have been furnished, or (b) the specified time has elapsed so that Bids may be withdrawn or (c) all Bids have been rejected. § 4.3 SUBMISSION OF BIDS § 4.3.1 All copies of the Bid, the bid security, if any, and any other documents required to be submitted with the Bid shall be enclosed in a sealed opaque envelope. The envelope shall be addressed to the party receiving the Bids and shall be identified with the Project name, the Bidder's name and address and, if applicable, the designated portion of the Work for which the Bid is submitted. If the Bid is sent by mail, the sealed envelope shall be enclosed in a separate mailing envelope with the notation "SEALED BID ENCLOSED" on the face thereof. § 4.3.2 Bids shall be deposited at the designated location prior to the time and date for receipt of Bids. Bids received after the time and date for receipt of Bids will be returned unopened. § 4.3.3 The Bidder shall assume full responsibility for timely delivery at the location designated for receipt of Bids. § 4.3.4 Oral, telephonic, telegraphic, facsimile or other electronically transmitted bids will not be considered. § 4.4 MODIFICATION OR WITHDRAWAL OF BID § 4.4.1 A Bid may not be modified, withdrawn or canceled by the Bidder during the stipulated time period following the time and date designated for the receipt of Bids, and each Bidder so agrees in submitting a Bid.






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§ 4.4.2 Prior to the time and date designated for receipt of Bids, a Bid submitted may be modified or withdrawn by notice to the party receiving Bids at the place designated for receipt of Bids. Such notice shall be in writing over the signature of the Bidder. Written confirmation over the signature of the Bidder shall be received, and date- and time-stamped by the receiving party on or before the date and time set for receipt of Bids. A change shall be so worded as not to reveal the amount of the original Bid. § 4.4.3 Withdrawn Bids may be resubmitted up to the date and time designated for the receipt of Bids provided that they are then fully in conformance with these Instructions to Bidders. § 4.4.4 Bid security, if required, shall be in an amount sufficient for the Bid as resubmitted. ARTICLE 5 CONSIDERATION OF BIDS § 5.1 OPENING OF BIDS At the discretion of the Owner, if stipulated in the Advertisement or Invitation to Bid, the properly identified Bids received on time will be publicly opened and will be read aloud. An abstract of the Bids may be made available to Bidders. § 5.2 REJECTION OF BIDS The Owner shall have the right to reject any or all Bids for any reason determined by the Owner to be in the best interest of the Owner. A Bid not accompanied by a required bid security or by other data required by the Bidding Documents, or a Bid which is in any way incomplete, irregular or otherwise non-responsive shall be rejected. § 5.3 ACCEPTANCE OF BID (AWARD) § 5.3.1 It is the intent of the Owner to award a Contract to the lowest qualified Bidder provided the Bid has been submitted in accordance with the requirements of the Bidding Documents and does not exceed the funds available. The Owner shall have the right to waive informalities and irregularities in a Bid received and to accept the Bid which, in the Owner's judgment, is in the Owner's own best interests. § 5.3.2 The Owner shall have the right to accept Alternates in any order or combination, unless otherwise specifically provided in the Bidding Documents, and to determine the low Bidder on the basis of the sum of the Base Bid and Alternates accepted. ARTICLE 6 POST-BID INFORMATION § 6.1 CONTRACTOR'S QUALIFICATION STATEMENT Bidders to whom award of a Contract is under consideration shall submit to the Architect, upon request, a properly executed AIA Document A305, Contractor's Qualification Statement, unless such a Statement has been previously required and submitted as a prerequisite to the issuance of Bidding Documents. § 6.2 [Intentionally Omitted] § 6.3 SUBMITTALS § 6.3.1 The Bidder shall, as soon as practicable or as stipulated in the Bidding Documents, after notification of selection for the award of a Contract, furnish to the Owner through the Architect in writing: .1 a designation of the Work to be performed with the Bidder's own forces; .2 names of the manufacturers, products, and the suppliers of principal items or systems of materials and equipment proposed for the Work; and .3 names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for the principal portions of the Work. .4 copies of any and all quotes or bids received by the Bidder from prospective subcontractors or suppliers for any portion of the Work. § 6.3.2 The Bidder will be required to establish to the satisfaction of the Architect and Owner the reliability and responsibility of the persons or entities proposed to furnish and perform the Work described in the Bidding Documents.






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§ 6.3.3 Prior to the execution of the Contract, the Architect will notify the Bidder in writing if either the Owner or Architect, after due investigation, has reasonable objection to a person or entity proposed by the Bidder. If the Owner or Architect has reasonable objection to a proposed person or entity, the Bidder may, at the Bidder's option, (1) withdraw the Bid or (2) submit an acceptable substitute person or entity with an adjustment in the Base Bid or Alternate Bid to cover the difference in cost occasioned by such substitution. The Owner may accept the adjusted bid price or disqualify the Bidder. In the event of either withdrawal or disqualification, bid security will not be forfeited. § 6.3.4 Persons and entities proposed by the Bidder and to whom the Owner and Architect have made no reasonable objection must be used on the Work for which they were proposed and shall not be changed except with the written consent of the Owner and Architect. ARTICLE 7 PERFORMANCE BOND AND PAYMENT BOND § 7.1 BOND REQUIREMENTS § 7.1.1 If stipulated in the Bidding Documents, the Bidder shall furnish bonds covering the faithful performance of the Contract and payment of all obligations arising thereunder. Bonds may be secured through the Bidder's usual sources. § 7.1.2 If the furnishing of such bonds is stipulated in the Bidding Documents, the cost shall be included in the Bid. If the furnishing of such bonds is required after receipt of bids and before execution of the Contract, the cost of such bonds shall be added to the Bid in determining the Contract Sum. § 7.1.3 If the Owner requires that bonds be secured from other than the Bidder's usual sources, changes in cost will be adjusted as provided in the Contract Documents. § 7.2 TIME OF DELIVERY AND FORM OF BONDS § 7.2.1 The Bidder shall deliver the required bonds to the Owner not later than three days following the date of execution of the Contractwithin 10 days after Notice of Award. If the Work is to be commenced prior thereto in response to a letter of intent, the Bidder shall, prior to commencement of the Work, submit evidence satisfactory to the Owner that such bonds will be furnished and delivered in accordance with this Section 7.2.1. § 7.2.2 Unless otherwise provided, the bonds shall be written on AIA Document A312, Performance Bond and Payment Bond. Both bonds shall be written in the amount of the Contract Sum, on the forms provided.. § 7.2.3 The bonds shall be dated on or after the date of the Contract. § 7.2.4 The Bidder shall require the attorney-in-fact who executes the required bonds on behalf of the surety to affix thereto a certified and current copy of the power of attorney. ARTICLE 8 FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR Unless otherwise required in the Bidding Documents, the The Agreement for the Work will be written on AIA Document A101, Standard Form of Agreement Between Owner and Contractor Where the Basis of Payment Is a Stipulated Sumthe form provided in the Bidding Documents.

BID FORM Section 00 41 13.02 Contractor Initials & Date ________

Section 00450 Single Prime General Construction Bid Form

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Contract: Single Prime Project: NATHANAEL GREENE ELEM. SCHOOL DOOR REPLACEMENT Guilford County Board of Education Guilford County, NC Bidder: _________________________________________________________________ Date: _________________________________________ The undersigned, as bidder, hereby declares that the only person or persons interested in this proposal as principal or principals is or are named herein and that no other person than herein mentioned has any interest in this proposal or in the contract to be entered into; that this proposal is made without connection with any other person, company or parties making a bid or proposal; and that it is in all respects fair and in good faith without collusion or fraud. The Bidder further declares that he has examined the site of the work and the contract documents relative thereto, has read all special and supplemental provisions furnished prior to the opening of bids, has satisfied himself relative to the work to be performed, and thereby proposes and agrees if this proposal is accepted, to furnish all necessary materials, equipment, machinery, tools, apparatus, means of transportation and labor necessary to complete the fabrication and delivery of the work, and other related work in full and complete accordance with the plans, specifications and contract documents, to the full and entire satisfaction of the Owner, with a definite understanding that no money will be allowed for extra work except as set forth in the General Conditions and other contract documents, on the Nathanael

Greene Elem. School Door Replacement, 2717 NC Highway 62 East, Liberty, NC 27298. Bidders are advised that a notice to proceed may be issued upon approval by the Guilford County Board of Education, and in advance of the contract document. The Bidder proposes and agrees, if this proposal is accepted, to execute a Contract within ten (10) days after notification of award, for the above work and for the below stated Compensation, in the form of AIA A101-2007 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum., for the sum of:

BID: __________________________________________________________________________ ____________________________________ Dollars ($______________________)



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ALTERNATES: The Bidder proposes to perform the work indicated as alternates for the amounts entered below, which amounts shall be added to or deducted from the Base Bid as indicated in the space below. (Bidders must enter an amount for each alternate. List of Alternates: Deduct Amount Alternate #1 Door # 03 Deduct $____________ Alternate #2 Door # 04 Deduct $____________

Alternate #3 Door # 07 Deduct $____________ Alternate #4 Door # 09 Deduct $____________

Alternate #5 Door # 13 Deduct $____________



ADDENDA:

The following addenda were received and used in computing this bid: Date Initial Addendum #1 ________ __________ Addendum #2 ________ __________ Addendum #3 ________ __________ Addendum #4 ________ __________ The Bidder further proposes and agrees hereby to commence work under this contract on a date to be specified in a written order by the Owner or Designer on or before September 1, 2016 and shall substantially complete the work on or before 120 Days from the “Notice to Proceed” or the contract, whichever is dated first. RESPECTFULLY SUBMITTED this ___________ day of ______________________, 20___. ___________________________________________________ (Name of firm or corporation making bid) By: _____________________________



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Title: _____________________________ (Owner / Partner / President / Vice President) License No. _______________________ Federal ID No. _____________________ WITNESS: (Proprietorship / Partnership) By: __________________________________ ATTEST: (Corporation) By: __________________________________ (CORPORATE SEAL) Title: _________________________________ (Corporate Secretary or Asst. Secretary Only)

Guilford County Board of Education Administrative Procedure

Descriptor Term: PARTICIPATION BY MINORITY AND WOMEN OWNED BUSINESSES (MWBE)

Descriptor Code: DK‐P

Draft Date: March 29, 2007

Date Issued by the Superintendent: Latest Revision Date: November 28, 2011

The Guilford County Schools’ MWBE Office, Facilities and Purchasing Departments are committed to:

• Getting maximum benefits for the students from the school system’s state, local and federal funds carrying out the purchasing process in the best interest of the Guilford County Schools, its students and employees and the taxpayers of Guilford County.

• Acting in accordance with NC General Statutes, local Board of Education policies and procedures, and recognized professional purchasing practices.

• Providing a climate of fair and open competition for all qualified vendors.

A. For the purposes of this procedure, the following definitions shall apply:

1. “Bidder/Participant” – Any person, firm, partnership, corporation, association, or joint venture seeking to be awarded a public contract or subcontract.

2. “Contract” – A mutually binding legal document which defines a business relationship or any

modification at the level of performance which obligates the seller to furnish supplies, equipment, materials or services, knowledge in performing construction and procurements, and obligating the buyer to pay for services.

3. “Contractors” – Any person, firm, partnership, corporation, association, or joint venture

awarded a contract purchase or service agreement at any level with GCS or has contracted with the GCS to perform construction work or repair.

4. “Discrimination” – To distinguish, differentiate, separate, or segregate solely on the basis of

age, race, religion, sex, national origin, handicap or veteran’s status.

5. “Disabled” – A person with a disability as that term is defined in N.C. Gen. Stat. § 168A‐ 3(7a).

6. “Equipment” – Includes materials, supplies, commodities, apparatus.

7. “Goal” – An objective, expressed numerically to evaluate the type and amount of public contract awards and performance of MWBE firms.

8. “Good Faith Effort” – An activity performed by bidders to assure the participation of MWBE

firms in contracts covered under this plan.

9. “Joint Venture” – A legal merger of two or more separately owned businesses/firms for the purpose of submitting a single bid, to carry out a single business enterprise for profit, for which purpose they combine their property, capital, efforts, skills or knowledge.

10. “LEA” – Local Education Administration unit, thusly Guilford County Schools (GCS).

11. “Minority” ‐ a person who is a citizen or lawful permanent resident of the United States and

who is:

a. African‐American, that is, a person having origins in any of the original racial groups in Africa;

b. Hispanic, that is, a person of Spanish or Portuguese culture with origins in Mexico,

South or Central America, or the Caribbean Island, regardless of race;

c. Native‐American, that is, a person having origins in any of the original peoples of North America;

d. Asian‐American, that is, persons having origin in any of the countries of the Far East,

Southeast Asia, or the Indian areas.

12. “Minority or Women or Disabled or Disadvantaged Business Enterprises (MWBE )” – A business enterprise owned and controlled at a minimum of 51% by one or more members of a group defined as a minority or women. A business certified as an MWBE will show evidence of ownership and management interests and the daily business operations are real and continuing not created solely to meet the MWBE requirements.

13. “Owned and controlled” means a business, which is a: 1) sole proprietorship legitimately

owned by a person who is a minority or white female; 2) a partnership or joint venture controlled by minorities and/or women, and in which at least 51% of the beneficial ownership interests legitimately are held by minorities and/or females, and in which at least 51% of the voting stock or interested 51% of the beneficial ownership interests are legitimately held by minorities and/or females. In addition, these persons must control the management and operations of the business on a day‐to‐day basis.

14. “Owner” – The Guilford County Board of Education (BOE).

15. “Subcontractor” – A firm under contract with the prime contractor for supplying

materials or labor and materials and/or installation. The subcontractor may or may not provide materials in his subcontract. Work subcontracted in an emergency and which could not have been anticipated is excluded as a part of this program.

16. “Socially and Economically Disadvantaged Individual” – A person who is socially and

economically disadvantaged as that term is defined in 15 U.S.C. § 637. Socially

disadvantaged individuals are those who have been subjected to racial or ethnic prejudice or cultural bias because of their identity as a member of a group without regard to their individual qualities. Economically disadvantaged individuals are those socially disadvantaged individuals whose ability to compete in the free enterprise system has been impaired due to diminished capital and credit opportunities as compared to others in the same business area that are not socially disadvantaged.

17. “Verifiable Goal” –

a. For purposes of separate prime contract system, that the awarding authority has

adopted written guidelines specifying the actions that will be taken to ensure a good faith effort in the recruitment and selection of MWBE firms for participation in contracts awarded.

b. For purposes of separate prime contract system, that the awarding authority has

adopted written guidelines specifying the actions that the prime Contractor must take to ensure a good faith effort in the recruitment and selection of MWBE firms for participation in the contract awarded; and

c. The required actions must be documented in writing by the prime contractors to

the GCS. B. GCS’s Duties

1. Identification/Certification of Minority, Women and Socially and Economically

Disadvantaged Business Enterprises

a. The school system shall affirmatively seek out and gain knowledge of minority and women‐owned business enterprises (hereinafter MWBE) in the construction trades.

b. The school system will maintain a list of products and services provided by MWBE firms.

c. Attend the scheduled prebid conference.

d. At least 10 days prior to the scheduled day of bid opening, notify MWBE firms that

have requested notices from the GCS for public construction or repair work and MWBE firms that have indicated to the MWBE coordinator’s office an interest in the type of work being bid or the potential contracting opportunities listed in the proposal. The notification shall include the following:

1. A description of the work for which the bid is being solicited. 2. The date, time, and location where bids are to be submitted. 3. The name of the individual within the owner’s organization who will be

available to answer questions about the project. 4. Where bid documents may be reviewed. 5. Any special requirements that may exist.

e. Utilize other media, as appropriate, likely to inform potential MWBE firms of the bid being sought.

f. Maintain documentation of any contacts, correspondence, or conversation with

MWBE firms made in an attempt to meet the goals.

g. Review jointly with the designer all requirements of G.S.143‐128.2(c) and G.S.143‐ 128.2(f) – (i.e. bidders’ proposals for identification of the MWBE firms that will be utilized with corresponding total dollar value of the bid and affidavit listing good faith efforts, or affidavit of self‐performance of work, if the contractor will perform work under contract by its own workforce) prior to recommendation of award to the Guilford County Board of Education.

h. Evaluate and analyze documentation to determine that a good faith effort has

been achieved for MWBE utilization prior to recommendation of award to Guilford County Board of Education.

i. Review prime contractor’s pay applications for compliance with MWBE utilization

commitments prior to payment.

j. Make documentation showing evidence of implementation of GCS’s responsibilities available for review by State Construction Office and HUB Office and other interested parties upon request.

C. Minori

1.

ty Business Subcontractor Goals

The goals set for participation by MWBE firms as subcontractors have been set at 12.46%. GCS goal for goods and services has been set at 10%.

2.

The bidder must identify on its bid all MWBE firms that will be utilized on the project with corresponding total dollar value of the bid and an affidavit listing and documenting good faith efforts (Affidavit A) or an affidavit of self‐performance of work (Affidavit B), if the bidder will perform work under contract by its own workforce, as required by G.S.143‐ 128.2(c) and G.S.143‐128.2(f).

3.

The bidder must complete all Sections of Affidavit A and attach Affidavit A to its bid, with documentation of Good Faith Effort as required, including a description of the portion of work to be executed by MWBE firms expressed as a percentage of the total contract price, OR

4.

Provide Affidavit B, which includes sufficient information for GCS to determine that the bidder does not customarily subcontract work on this type project.

The above information must be provided as required. Failure to earn at least 50 points from the Good Faith Efforts list on Affidavit A shall render the bid non‐responsive. Achieving the participation goal of 12.46% creates a presumption that the bidder made the required Good Faith Effort. Regardless of the percentage of participation, however, ALL BIDDERS must complete and submit Affidavit A, and must further provide certain documentation as specified by Affidavit A with their bid in order to receive Good Faith Points for certain items. GCS also shall require the apparent lowest, responsible, responsive bidder to

provide additional documentation of Good Faith Efforts within 72 hours of notification of being the apparent lowest responsible, responsive bidder. Failure to submit these documents / information as requested shall be grounds for deduction of Good Faith Points. In the event such a deduction results in a failure to achieve the required number of Good Faith Points, the bid shall be rejected unless the bidder has otherwise demonstrated Good Faith Efforts.

D. Communications with MWBE firms

GCS shall provide information to MWBE firms about the GCS’s construction program. This shall be accomplished by:

1. Sending a notice to each MWBE engaged in any aspect of school construction that is

identified and certified for each school construction project that is advertised for bids;

2. Insuring that prospective MWBE bidders and subcontractors have access to bidding documents; and

3. Furnishing MWBE subcontractors with the name of prospective bidders on a project upon

request, and providing prospective bidders with the schools system’s list of known MWBE firms.

E. Designer

Under the single‐prime bidding, separate prime bidding, construction manager at risk, or alternative contracting method, the designer will:

Attend the scheduled pre‐bid conference to assist in the explanation of MWBE firms requirements to the prospective bidders.

Assist the owner to identify and notify prospective MWBE prime and subcontractors of potential contracting opportunities.

Maintain documentation of any contacts, correspondence, or conversation with MWBE firms made in an attempt to meet the goals.

Review jointly with the owner all requirements of G.S.143‐128.2 (c) and G.S.143‐128.2(f) – (i.e. bidders’ proposals for identification of the MWBE firms that will be utilized with corresponding total dollar value of the bid and affidavit listing Good Faith Efforts, or affidavit of self‐performance of work, if the contractor will perform work under contract by its own workforce) – prior to recommendation of award.

During construction phase of the project, review “MWBE Documentation for Contract Payment” – (Appendix E) for compliance with MWBE utilization commitments. Submit Appendix E form with monthly pay applications to the owner.

Assist the Owner in evaluating any Contractor’s request to terminate an MWBE, including, but not limited to, evaluation of the merits of termination request, and computation of percentage of completion of the work of the MWBE at issue.

Make documentation showing evidence of implementation of Designer’s responsibilities available for review by State Construction Office and HUB Office, upon request.

F. Anticipated Assurances from Contractors

1. Upon adoption of its verifiable goal GCS is expected to require bidders on projects to provide assurances in writing that they will make a good faith effort to solicit MWBE firms as subcontractors should they be awarded a construction contract. Bidders shall provide the following information to GCS and any other information requested in the attached forms:

a. Provide applicable GCS Affidavit A or B on bid date with backup information for

any requested items as specified by Affidavit A or B. Failure to submit this information shall be deemed non‐responsive and subject to rejection of bid.

b. An Identification of MWBE Participation form;

c. A description of the work, each named MWBE will perform; (AFFIDAVIT A,

Section II)

d. The dollar amount of participation by each MWBE (AFFIDAVIT A, Section II) and

e. Documentation of Good Faith Efforts (Affidavit A, Section III)

2. A contractor’s good faith effort to included but are not limited to involve MWBE firms in the project can be demonstrated by using, among other factors, the following:

Contacted at least three MWBE firms that reasonably could have been expected to submit a quote and that were known to the contractor, or available on approved lists, at least 10 days before the bid date and notified them of the nature and scope of the work to be performed. “Contact” means contact by letter, fax, e‐mail or other means to a viable and active address. Contractor must attach evidence of this contact to bid document to Affidavit A and submit with its bid.

Made the construction plans, specifications and requirements available for review by prospective MWBE firms or providing these documents to them at least 10 days before the bids are due.

Broken down or combined elements of work into economically feasible units to facilitate MWBE participation.

Worked with MWBE trade, community, or contractor organizations identified by the MWBE Administrator’s Office and included in the bid documents that provide assistance in recruitment of MWBE firms.

Attended pre‐bid meetings scheduled by the public owner.

Provided assistance in getting required bonding or insurance or provided alternatives to bonding or insurance for subcontractors.

Negotiated in good faith with interested MWBE firms and did not reject them as unqualified without discussion with entity a sound reasons based on their capabilities. Any

rejection of an MWBE based on lack of qualification should have the reasons documented in writing and submitted with Affidavit A with the bid.

Provided assistance to an otherwise qualified MWBE in need of equipment, loan capital, lines of credit, or joint pay agreements to secure loans, supplies, or letters of credit, including waiving credit that is ordinarily required. Assist MWBE firms in obtaining the same unit pricing with the bidder’s suppliers in order to help MWBE firms in establishing credit.

Negotiated joint venture and partnership arrangements with MWBE participation on this construction or repair project when possible.

Provide quick pay agreements and policies to enable MWBEs and suppliers to meet cash‐ flow demands.

3. Failure to submit backup information for any item required by Affidavit A may result in the

bid being declared non responsive and subject to rejection.

G. MWBE Responsibilities

All MWBE firms must seek certification through the Department of Administration Office for Historically Underutilized Business (“HUB Office”). MWBEs who are not certified at the time the firm commits to provide services, should immediately apply for certification with the HUB Office. If the MWBE fails to submit an application or if the MWBE is not granted certification, that MWBE’s contract dollars will not be counted as MWBE participation.

1. MWBE firms do not have to be certified to be listed on the bid documents; however,

MWBE firms that have been awarded contracts will not be credited towards the Bidder’s MWBE Participation Plan unless they are certified with the State of North Carolina.

2. MWBE firms should make every effort to establish contacts and relationships with

contractors for potential future business, including attending pre‐bid conferences and subscribing to industry and trade journals.

3. MWBE firms should also document all contact and communications made with contractors

above so as to be able to assist the Grievance Designee in determining whether a complaint lodged by an MWBE against a bidder for failure to use good faith efforts is valid.

4. In addition, MWBE firms who are contacted by GCS or bidders should respond promptly as

to whether or not they wish to submit a bid.

5. MWBE firms are urged to take advantage of appropriate technical assistance and training when it is available.

H. Subcontractor Replacement

1. The Director of Construction and the MWBE Administrator must be notified in writing immediately upon the need to replace any Subcontractor. The notification shall include the following:

a. The basis for the request to terminate;

b. The estimated percentage of completion of the work of the affected

Subcontractor;

c. The amount due to the affected Subcontractor, if any, on account of work in place;

d. A description of any defective work;

e. The estimated cost of any corrective work; and

f. Any back charges claimed against the affected Subcontractor.

2. A Contractor shall not replace a mechanical, electrical or plumbing Subcontractor listed

on its bid without the prior written consent of the Director of Construction (following prior notification to the Board) for good cause shown. A Contractor shall not replace an MWBE listed on its Affidavit A without the prior written consent of the Director of Construction and the MWBE Administrator (following prior notification to the Board) and for good cause shown.

3. Upon receipt of notification from a Contractor that it seeks to replace a Subcontractor,

the Director of Construction shall inform the Superintendent or his designee. The Director of Construction also shall immediately provide the affected Subcontractor written notice of the request, and an opportunity of no less than seven (7) days within which to respond.

The response of the affected Subcontractor shall include the following:

a. Subcontractor’s response(s) to Contractor’s allegation(s) offered in support of

termination;

b. The estimated percentage of completion of the work of the affected Subcontractor;

c. The amount due to the affected Subcontractor if any, on account of work in

place;

d. Subcontractor’s response to any claims of defective work;

e. Subcontractor’s response to any claims for back charges; and

f. A list of all second tier subcontractors, vendors and suppliers, including for each the amount paid to date, amount currently due, and total contract value.

4. After receiving the response of the affected Subcontractor, if any, the Director of Construction may require the Contractor, the affected Subcontractor or both to submit further documentation in support of their position.

5. Prior to, or as a condition of, giving approval to replace a Subcontractor, the Director of

Construction may require the Contractor and the affected Subcontractor to mediate any dispute.

6. If approval for termination is granted, the Contractor shall immediately pay any

undisputed amounts owed to the affected Subcontractor.

7. The Contractor shall make and document Good Faith Efforts in the selection of a substitute Subcontractor to the same extent required of Bidders submitting an initial bid under N.C. Gen. Stat. § 143‐128.2 and Guilford County Board of Education’s MWBE Procedure. If the Subcontractor to be replaced is an MWBE, Contractor shall use its best efforts to select another MWBE to serve as a substitute Subcontractor.

The Director of Construction and the MWBE Administrator must approve any substitute Subcontractor in writing.

Emergency Circumstances Exception as defined in the Financial Services Procedure Manual Section 7.3 page 51: GCS may waive the utilization requirements if it is determined that an emergency exists that requires goods or services to be provided with such immediacy that the contractor is unable to comply with the replacement procedure.

I. Penalties for Contractor Noncompliance

1. The low bidder or bidders on a school construction project must provide assurance in

writing to the BOE prior to the acceptance of their bid that they have made a good faith effort to meet the verifiable goal for MWBE participation adopted by the BOE.

2. When deciding whether or not a bidder has made a good faith effort, the BOE shall

consider whether the bidder has met the verifiable goal for MWBE participation, as well as the criteria set forth above, including the number of certified MWBE firms available and capable of performing the work and the amount of other work being awarded or performed in the market area of the GCS.

3. Failure of a low bidder to make and demonstrate a good faith effort to meet the goal shall

result in the bid being considered as non‐responsive and being rejected.

4. Failure to comply with the requirements of this GCS Good Faith Effort policy may lead to the contractor’s disqualification from bidding on and receiving other GCS contracts.

5. In the event that any contractor or subcontractor fails to provide requested records for

inspection, such failure shall constitute a material breach of the contract and will permit the imposition of remedies noted in this section.

K. Competitive Bids

Nothing contained herein is to be construed as to require the GCS or contractors to purchase supplies and equipment or award contracts to MWBE firms whom do not submit the lowest responsible bid.

L. Grievance Procedures

It is the policy of this BOE that disputes, which involve a person’s rights, duties or privileges, should be settled through informal procedures. Any participant feeling himself/herself aggrieved by implementation of the MWBE Program may present such grievance to the Superintendent or his designee. The grievance (internal complaint resolution) procedure is a resource available to all contractors, subcontractors, and vendors doing business with the Guilford County Schools under the MWBE Program. Grievances related to the administration of the MWBE Program will be processed as follows:

1. The grievance shall first be discussed with the responsible operating department. If the

grievance is not resolved, exercise item #2.

2. The grievance (complaint) must be reported in writing, including a brief description and supporting documentation and evidence to the Superintendent’s designee at 712 N. Eugene Street, Greensboro, North Carolina, 27401.

3. The Superintendent’s designee will review the basis and the issue(s) of the complaint and

may request additional supporting evidence. A response to the grievance will be completed within fifteen (15) working days unless circumstances mandate otherwise. Parties involved will be notified of any and all delays in processing the grievance.

4. Any participant not satisfied with the decision of the Superintendent’s designee may

avail himself/herself or any remedies available under applicable Federal, State and Local law.

To that end, MWBE disputes arising under these guidelines should be resolved.

AFFIDAVIT OF E-VERIFICATON

The undersigned hereby certifies on behalf of ____________________________________

(“Bidder”) that Bidder and its proposed Subcontractors for this project are in compliance with

Article 2 of Chapter 64 of the North Carolina General Statutes, except for those with less than

twenty five (25) employees that are exempt from the E-Verification requirements.

Date: Name of Authorized Officer:

Signature:

Title:

State of North Carolina, County of _

Subscribed and sworn to before me this day of 20___

Notary Public

My commission expires

SEAL

Attach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to Bid Attach to Bid

Guilford County Schools

RFP Number (if applicable): ________________________

Name of Vendor or Bidder: ___________________________________________________________

___________________________________________________________

IRAN DIVESTMENT ACT CERTIFICATION

REQUIRED BY N.C.G.S. 143C-6A-5(a)

As of the date listed below, the vendor or bidder listed above is not listed on the Final Divestment List

created by the State Treasurer pursuant to N.C.G.S. 143-6A-4.

The undersigned hereby certifies that he or she is authorized by the vendor or bidder listed above to

make the foregoing statement.

Signature Date

Printed Name Title

Notes to persons signing this form:

N.C.G.S. 143C-6A-5(a) requires this certification for bids or contracts with the State of

North Carolina, a North Carolina local government, or any other political subdivision of the

State of North Carolina. The certification is required at the following times:

• When a bid is submitted

• When a contract is entered in to (if the certification was not already made when

the vendor made its bid)

• When a contract is renewed or assigned

N.C.G.S. 143C-6A-5(b) requires that contractors with the State, a North Carolina local

government, or any other political subdivision of the State of North Carolina must not

utilize any subcontractor found on the State Treasurer’s Final Divestment List.

The State Treasurer’s Final Divestment List can be found on the State Treasurer’s website

at the address www.nctreasurer.com/Iran and will be updated every 180 days

AIA®


Standard Form of Agreement Between Owner and Contractor for

a Project of Limited Scope

AIA Document A107™ – 2007. Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997 and 2007 by The American Institute

of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties.

Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties,

and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:55:59 on 12/08/2010

under Order No.4870116263_1 which expires on 10/20/2011, and is not for resale.

User Notes: (812996651)

1














reviewed.


legal consequences.




or modification.







this document.

AGREEMENT made as of the « » day of « » in the year « » (In words, indicate day, month and year.)

BETWEEN the Owner: (Name, legal status, address and other information)

«Guilford County Board of Education»« » «Facilities and Construction» «617 West Market St.» «Greensboro, NC 27401» and the Contractor: (Name, legal status, address and other information)

« »« » « » « » « » for the following Project: (Name, location and detailed description)

« » « » « » The Architect: (Name, legal status, address and other information)

« »« » « » « » « » The Owner and Contractor agree as follows.







User Notes: (812996651)

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TABLE OF ARTICLES 1 THE WORK OF THIS CONTRACT 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3 CONTRACT SUM 4 PAYMENT 5 DISPUTE RESOLUTION 6 ENUMERATION OF CONTRACT DOCUMENTS 7 GENERAL PROVISIONS 8 OWNER 9 CONTRACTOR 10 ARCHITECT 11 SUBCONTRACTORS 12 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 13 CHANGES IN THE WORK 14 TIME 15 PAYMENTS AND COMPLETION 16 PROTECTION OF PERSONS AND PROPERTY 17 INSURANCE & BONDS 18 CORRECTION OF WORK 19 MISCELLANEOUS PROVISIONS 20 TERMINATION OF THE CONTRACT 21 CLAIMS AND DISPUTES ARTICLE 1 THE WORK OF THIS CONTRACT The Contractor shall execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 2.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the date of commencement, if it differs from the date of this Agreement or, if applicable, state that the date

will be fixed in a notice to proceed.)

« » § 2.2 The Contract Time shall be measured from the date of commencement.






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§ 2.3 The Contractor shall achieve Substantial Completion of the entire Work not later than « » ( « » ) days from the date of commencement, or as follows: (Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of

commencement. If appropriate, insert requirements for earlier Substantial Completion of certain portions of the

Work.)

« »

Portion of Work Substantial Completion Date

, subject to adjustments of this Contract Time as provided in the Contract Documents. (Insert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion on time or for

bonus payments for early completion of the Work.)

§ 2.3.1 Should the Contractor fail to achieve substantial completion within the Contract Time, as adjusted,

Contractor shall pay to the Owner _____________ Dollars ($____________) for each day beyond the Contract

Time, as may be adjusted for which Substantial Completion has not been achieved, and ____________ Dollars

($____________) for each day beyond the Contract Time, as may be adjusted for which Final Completion has not

been achieved, not as a penalty, but as liquidated damages.

§ 2.3.2 Contractor and Owner agree to the daily sum of _____________ Dollars ($_________ ) as liquidated damages because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages the Owner would sustain in the event the Contractor fails to achieve Substantial Completion within the Contract Time, as may be adjusted, and that the daily sum of _______________ Dollars ($_________) as liquidated damages because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages the Owner would sustain in the event the Contractor fails to achieve Final Completion within the Contract Time, as may be adjusted. « » ARTICLE 3 CONTRACT SUM § 3.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum shall be one of the following: (Check the appropriate box.)

[ «X » ] Stipulated Sum, in accordance with Section 3.2 below

[ « » ] Cost of the Work plus the Contractor’s Fee, in accordance with Section 3.3 below

[ « » ] Cost of the Work plus the Contractor’s Fee with a Guaranteed Maximum Price, in accordance with Section 3.4 below

(Based on the selection above, complete Section 3.2, 3.3 or 3.4 below.)

§ 3.2 The Stipulated Sum shall be « » ($ « » ), subject to additions and deductions as provided in the Contract Documents. § 3.2.1 The Stipulated Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates. If the bidding or proposal documents permit the

Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other

alternates showing the amount for each and the date when that amount expires.)

« »






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§ 3.2.2 Unit prices, if any: (Identify and state the unit price, and state the quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price Per Unit ($0.00)

§ 3.2.3 Allowances included in the stipulated sum, if any: (Identify allowance and state exclusions, if any, from the allowance price.)

Item Allowance

§ 3.2.4 Unit Prices, if any: (Identify and state the unit price, and state the quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price Per Unit ($0.00)

§ 3.2.5 Allowances included in the Guaranteed Maximum Price, if any: (Identify and state the amounts of any allowances, and state whether they include labor, materials, or both.)

Item Allowance

§ 3.2.6 Assumptions, if any, on which the Guaranteed Maximum Price is based: « » ARTICLE 4 PAYMENTS § 4.1 PROGRESS PAYMENTS § 4.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. § 4.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: « » § 4.1.3 Provided that an Application for Payment is received by the Architect not later than the «15th » day of a month, the Owner shall make payment of the certified amount to the Contractor not later than the «15th » day of the «following » month. If an Application for Payment is received by the Architect after the date fixed above, payment shall be made by the Owner not later than «thirty » ( «30 » ) days after the Architect receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time.)

§ 4.1.4 Retainage, if any, shall be withheld as follows: «Owner shall withhold five percent (5%) of the amount of cash certified pay application as retainage. Once fifty percent (50%) of the Work has been completed, provided the Owner finds that satisfactory progress is being made and subject to the consent of the Surety, the Owner may authorize payment to the Contractor in full of any progress payment for work performed beyond the fifty percent (50%) stage of completion. If a reduction in retainage has been made, the Owner may increase the retainage back to five percent (5%) at any time if the Owner concludes that the Contractor is not progressing the work in a timely or satisfactory manner. The Owner may also if agreed by the Contractor release retainage to the Contractor and direct the Contractor to reduce the retainage of a particular subcontractor. »






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§ 4.1.5 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.)

«8 » % «eight percent per annum » § 4.2 FINAL PAYMENT § 4.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when

.1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct Work as provided in Section 18.2, and to satisfy other requirements, if any, which extend beyond final payment;

.2 a final Certificate for Payment has been issued by the Architect. § 4.2.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect’s final Certificate for Payment, or as follows: « » ARTICLE 5 DISPUTE RESOLUTION § 5.1 BINDING DISPUTE RESOLUTION For any claim subject to, but not resolved by, mediation pursuant to Section 21.3, the method of binding dispute resolution shall be as follows: (Check the appropriate box. If the Owner and Contractor do not select a method of binding dispute resolution

below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, claims

will be resolved in a court of competent jurisdiction.)

[ « » ] Arbitration pursuant to Section 21.4 of this Agreement

[ « X » ] Litigation in a court of competent jurisdiction

[ « » ] Other (Specify)

« »

ARTICLE 6 ENUMERATION OF CONTRACT DOCUMENTS § 6.1 The Contract Documents are defined in Article 7 and, except for Modifications issued after execution of this Agreement, are enumerated in the sections below. § 6.1.1 The Agreement is this executed AIA Document A107–2007, Standard Form of Agreement Between Owner and Contractor for a Project of Limited Scope. § 6.1.2 The Supplementary and other Conditions of the Contract:

Document Title Date Pages

§ 6.1.3 The Specifications: (Either list the Specifications here or refer to an exhibit attached to this Agreement.)

«Exhibit A »

Section Title Date Pages

§ 6.1.4 The Drawings:







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(Either list the Drawings here or refer to an exhibit attached to this Agreement.)

«Exhibit B »

Number Title Date

§ 6.1.5 The Addenda, if any:

Number Date Pages

Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are enumerated in this Article 6. § 6.1.6 Additional documents, if any, forming part of the Contract Documents:

.1 Exhibit A, Determination of the Cost of the Work, if applicable.

.2 AIA Document E201™–2007, Digital Data Protocol Exhibit, if completed, or the following:

« »

.3 Other documents: (List here any additional documents that are intended to form part of the Contract Documents.)

« »

ARTICLE 7 GENERAL PROVISIONS § 7.1 THE CONTRACT DOCUMENTS The Contract Documents are enumerated in Article 6 and consist of this Agreement (including, if applicable, Supplementary and other Conditions of the Contract), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. § 7.2 THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Contractor. § 7.3 THE WORK The term “Work” means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations. The Work may constitute the whole or a part of the Project. ARTICLE 8 OWNER § 8.1 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 8.1.1 The Owner shall furnish surveys describing utilities locations and other information as to the physical characteristics of, and legal limitations of the Project site. Contractor shall confirm the accuracy of all such information furnished by Owner before beginning construction and shall notify Architect of any discrepancies discovered. Failure to do so shall constitute a waiver of any claim for any discrepancies in the materials furnished







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by Owner. Contractor shall excavate and dispose of each un-needed on-site utility and shall cap each off-site utility as required by the Work and as may be included in the Specifications. At Owner’s request, the Contractor shall make available to the Owner the results of any site investigation, test borings, analyses, studies or other tests conducted by or in possession of the Contractor or any of its agents. Such materials shall be for Owner’s information only and are not part of the Contract. The Contractor represents that, prior to commencement of the Work, it will become familiar with the Project site and will not begin Work until it has received all information it needs concerning the conditions of the Project site. The Contractor represents that it has inspected the location of the Work. The Contractor shall exercise special care in executing subsurface Work in proximity of known subsurface utilities, improvements and easements. §8.1.2 The General Contractor will be furnished, free of charge, ten (10) copies of the Drawings and Specifications. Additional Plans and Specifications requested beyond the above limits will be mailed to the Contractors at the cost of reproduction, handling and mailing. Owner warrants Architect’s design, plans or specifications only to the extent that the design plans and specifications were prepared utilizing the ordinary standard of care required of design professionals in the Guilford County area for Projects of this type. § 8.1.3 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 9.6.1, the Owner shall secure and pay for other necessary approvals, easements, assessments and charges required for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities. § 8.2 OWNER’S RIGHT TO STOP THE WORK § 8.2.1 If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents or fails to carry out Work in accordance with the Contract Documents, the Owner, without additional charge or penalty, by written order signed personally or by an agent specifically so empowered by the Owner in writing, may order the Contractor to stop that portion of the Work, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. This right shall be in addition to and not in restriction of Owner’s rights under Article 20. Such order of stoppage by the Owner shall not constitute grounds for delay, claim or Contract termination by the Contractor. § 8.3 OWNER’S RIGHT TO CARRY OUT THE WORK § 8.3.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents or fails to provide adequate manpower, material or resources and fails within a seven (7) day period after the date of written notice from the Owner to proceed to correct such default or neglect or to provide adequate manpower, material or resources, with diligence and promptness to the satisfaction of the Owner and the Architect, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies, or provide adequate manpower, material and resources (including supplement Contractor’s workforce). Owner may perform such Work in a manner it deems expedient and shall not be required to utilize the least expensive alternative. In such case an appropriate Change Order (which shall not require Contractor’s agreement or signature) shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, or providing adequate manpower, material and resources, including Owner’s expenses and compensation for the Architect’s additional services made necessary by such default, neglect or failure. Notwithstanding any other provision of the Contract, the Owner may withhold payments then or thereafter due until the cost of correction is determined. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. § 8,4 GENERAL § 8.4.1 The rights stated in this Article 2 and elsewhere in the Contract Documents are cumulative and not in limitation of any rights of the Owner (i) granted in the Contract Documents, (ii) at law or (iii) in equity. § 8.4.2 In no event shall the Owner have control over, charge of, or any responsibility for construction means, methods, techniques, sequences, or procedures or for safety precautions and programs in connection with the Work, notwithstanding any of the rights and authority granted the Owner in the Contract Documents.






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ARTICLE 9 CONTRACTOR § 9.1 GENERAL § 9.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term “Contractor” means the Contractor or the Contractor’s authorized representative.

§ 9.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. § 9.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect’s administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor.

§ 9.1.4 If notified by the Owner that the Project will be funded in whole or in part through Qualified School

Construction Bonds (“QSCB”), Qualified Zone Academy Bonds (“QZAB”) or the American Recovery and

Reinvestment Act of 2009 (the “ARRA”), Contractor shall agree to be bound by, and comply with, all terms

and conditions of the Guilford County Schools ARRA Reporting Requirements, set forth below:

(1) complete and file all reports required by the Davis Bacon Wage Reporting Act including, but not

limited to, the U.S. Department of Labor Payroll Form found at www.dol.gov/whd/forms/wh347.pdf

(2) post all job listings on the Employment Security Commission (“ESC”) website;

(3) report MWBE/MBE/HUB utilization on a monthly basis to the Office of Economic Recovery and

Investment (“OERI”);

(4) verify upon demand from the Owner that all required reports and postings have been completed;

and

(5) comply with any further reporting requirements imposed by the United States Government, the

State of North Carolina, Guilford County, or any political subdivision or agency thereof.

Contractor specifically agrees and warrants that it will incorporate these Guilford County Schools ARRA

Reporting Requirements into each subcontract executed for Work on the Project.

§ 9.19.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR § 9.19.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents and (2) prior to execution of the Agreement, the Contractor and each subcontractor evaluated and satisfied themselves as to the conditions and limitations under which the Work is to be performed, including, without limitation, (i) the location, condition, layout, and nature of the Project site and surrounding areas, (ii) generally prevailing climatic conditions, (iii) anticipated labor supply and costs, (iv) availability and cost of materials, tools, and equipment, and (v) other similar issues. The Owner assumes no responsibility or liability for the physical condition or safety of the Project site or any improvements located on the Project site. The Contractor shall be solely responsible for providing a safe place for the performance of his Work. The Owner shall not be required to make any adjustment in either the Contract Sum or the Contract Time in connection with any failure by any Contractor or any Subcontractor to have complied with the requirements of this Section. § 9.19.2.2 Except as specifically provided in the Contract Documents, Contractor is not responsible for design of the Project. Without assuming or performing the Architect’s design responsibility, the Contractor shall carefully study and compare the Contract Documents with each other and with information furnished by the Owner pursuant to Section 8.1.1 and shall, before proceeding with the Work, at once report in writing to the Owner and the Architect errors, inconsistencies or omissions discovered. Contractor shall also take steps to minimize the cost and/or delay caused thereby.

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§ 9.19.2.3 The Owner makes no representation or warranty as to the exactness of grades, elevations, dimensions or locations given on any Drawings or the work installed by other contractors. The Contractor shall, therefore, promptly satisfy itself as to the accuracy of all grades, elevations, dimensions and locations before commencing Work. § 9.19.2.4 The Contractor shall assume full responsibility for accuracy of measurements obtained at the site and shall coordinate Work with actual field measurements. The Contractor shall submit field engineering drawings, prepared and sealed by a licensed surveyor, of proposed installation based on site layout survey and field conditions at the time of construction and shall note any discrepancies between existing conditions and the Contract Documents or surveys. § 9.19.2.5 Should the Specifications fail to particularly describe the material or kind of goods to be used in any place, it shall be the duty of the Contractor to make inquiry of the Architect for what is best suited. Material reasonably considered to be consistent with a project of this type shall be considered a part of the contract. To the extent that Contractor believes that the Architect’s decision entitles Contractor to a change order, Contractor shall submit a change order request as provided elsewhere herein. § 9.2 SUPERVISION AND CONSTRUCTION PROCEDURES § 9.2.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. § 9.2.2 The Contractor shall in all respects be responsible to the Owner for acts and omissions of the Contractor’s employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. § 9.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 9.4.4 If any of the Work is required to be inspected or approved by any public authority (other than the Owner), the Contractor shall schedule and coordinate such inspection or approval to be performed. Owner shall not be responsible for any cost or delay resulting from delays in completing inspections or obtaining approvals from any public authority (other than the Owner). No inspection performed or failed to be performed by the Owner hereunder shall be a waiver of any of the Contractor’s obligations hereunder to be construed as an approval or acceptance of the Work or any part thereof. § 9.2.5 The Contractor is required to attend job site progress conferences as called by the General Contractor, Architect and/or Program Manager (if applicable). The Contractor shall be represented at these job progress conferences by both home office and project personnel. The representatives attending the meetings shall have authority to act on behalf of and bind the party they represent. These meetings shall be open to subcontractors, materials suppliers, and any others who can contribute toward maintaining required job progress. It shall be the principal purpose of these meetings, or conferences to effect cooperation, and assistance in every practical way toward the end of maintaining progress of the Project on schedule and to complete the Project within the Contract Time. The Contractor shall be prepared to assess progress of the Work to recommend remedial measures for correction of progress as may be appropriate. The General Contractor and/or Architect or their authorized representative may set the time and place for the conferences, and the General Contractor as Project Coordinator shall preside as chairman. Contractor shall notify Architect and the Owner in writing within ten (10) days of the publishing of the meeting minutes of any exception taken thereto, and shall include a detailed statement of the basis for such exception.






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§ 9.3 LABOR AND MATERIALS § 9.3.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 9.3.2 The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. § 9.3.3 The Contractor may make a substitution only with the consent of the Owner, after evaluation by the Architect and in accordance with a Modification. § 9.3.4 The Contractor has the responsibility to ensure that all product suppliers and Subcontractors adhere to the Contract Documents and that they order products on time, taking into account the current market and delivery conditions, and that they provide products on time. The Contractor shall keep the Owner, Architect and the Program Manager informed as to the availability of all specified materials and equipment and shall advise them promptly, in writing, of all material and equipment that may no longer be obtainable, or the availability of which may be delayed, for the purposes of the Contract, whether due to conditions of the market or other limiting or governing factors. § 9.3.5 The Contractor shall disclose the existence and extent of any financial interests, whether direct or indirect, he has in Subcontractors and material suppliers which he may propose for this Project. § 9.4 WARRANTY § 9.4.1 The Contractor warrants to the Owner that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects in workmanship followed by contractors in the industry and will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, shall be considered defective. § 9.4.2 The Contractor agrees to provide to the Owner following substantial completion but no later than thirty (30) days after the date of substantial completion, their written warranty in a form satisfactory to the Owner and any and all manufacturer’s warranties relating to the Work which shall commence as of the date of Substantial Completion of the entire work and the Contractor further agrees to perform the Work in such manner so as to preserve any and all such manufacturer’s warranties. § 9.4.3 If the Contractor uses any portion of the Work or Owner’s other property prior to the date of Substantial Completion of the entire Work, such Work shall be restored to new or “like new” condition. Contractor’s warranty and agreement to correct defective Work shall specifically include Contractor’s obligations under this paragraph. § 9.4.4 The warranties and guarantees called for in the specifications shall be for twelve (12) months unless a longer period is called for in the Contract Drawings or Specifications. Such written warranties or guarantees shall be signed by the manufacturer or subcontractor, as the case may be, and countersigned by the Contractor. The Contractor agrees to provide four (4) original copies of all warranties and four (4) Pdf copies of all warranties. All guarantees shall be addressed to the Owner.

.1 All warranties or guarantees shall commence on the date of Substantial Completion of the entire work.

.2 The contractor further warrants that for a period of twenty-four (24) months following the date of

substantial completion that the building shall be watertight and leak free at every point and in every area. The contractor shall, immediately upon notification by the owner of water penetration, determine the source of water penetration and, at the contractor’s own expense, do any work necessary to make the building watertight. The contractor shall also, at the contractor’s own expense, repair or replace any other damaged material to return the building to its original accepted condition. A written guarantee including the above paragraph and signed by the contractor shall be submitted to the owner upon substantial completion of the project and before submission of the Final Certificate of Payment by the contractor.






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.3 In the event the manufacturer does not have a suitable written warranty form to fully cover the

guarantee requirements as set forth in the Specifications, the Contractor shall arrange for the manufacturer to provide a written warranty in such form as shall fully document the guarantee set forth in the Specifications.

§ 9.4.5 In the event Substantial Completion is achieved in stages, all applicable warranties will begin on the date the last project portion was Substantially Complete. § 9.4.6 If the Contractor, after notice, fails within 48 hours to develop and transmit a proposed Plan of Remedial Action to the Architect and Owner for correction of warranty items, and/or fails to proceed within three (3) days to commence corrective measures of warranty items in compliance with the terms of the warranty/guarantee; the Owner may have the defects corrected and the Contractor and his surety shall be liable for all expense incurred. § 9.4.7 The Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, its subcontractors, or those contractors assigned to or for which the Contractor is considered the Project Expediter or is otherwise responsible for coordination fo of the Work, improper or insufficient maintenance and or operation whereby the Contractor can provide evidence sufficient to the reasonable satisfaction of the Owner of proper training of Owner’s personnel, or normal wear and tear. § 9.5 TAXES The Contractor shall pay sales, consumer, use and other similar taxes that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. § 9.6 PERMITS, FEES, NOTICES, AND COMPLIANCE WITH LAWS § 9.6.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit as well as other permits, fees, licenses and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. § 9.6.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. If the Contractor fails to give such notices, he shall be liable for and shall indemnify and hold harmless the Owner and Architect against any and all resulting fines, penalties, judgments or damages, including reasonable attorneys’ fees, imposed on or incurred by the parties indemnified, as a result of such failure by the Contractor. § 9.6.3 Without assuming or performing the Architect’s design responsibility, it shall be the obligation of the Contractor to review the Contract Documents for any discrepancy between building codes and regulations and to notify Owners of such discrepancies which the Contractor discovers. If the Contractor observes that portions of the Contract Documents are at variance with applicable laws, statutes, ordinances, building codes, rules or regulations, the Contractor promptly shall notify the Owner and Architect in writing, and necessary changes shall be accomplished by appropriate modification. § 9.6.4 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations without such notice to the Architect and Owner, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 9.6.5 Contractor shall notify utility companies of construction to be done near utility lines, including but not limited to high voltage electric lines, and insure that all appropriate safety precautions are taken. § 9.7 ALLOWANCES § 9.7.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 9.7.2 Unless otherwise provided in the Contract Documents,






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.1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts;

.2 Contractor’s costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and

.3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 9.7.2.1 and (2) changes in Contractor’s costs under Section 3.8.2.2. § 9.8 CONTRACTOR’S CONSTRUCTION SCHEDULES § 9.8.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner’s and Architect’s information a Contractor’s construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. § 9.8.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Architect’s approval. The Architect’s approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor’s construction schedule, and (2) allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time resulting from such failure based on the time required for review of submittals. § 9.8.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. § 9.8.4 CPM PROJECT SCHEDULE The Contractor shall provide a project Critical Path Method (CPM) Construction Schedule in an electronic format for the entire Project. The schedule will be compatible with Primavera Suretrack or P3, or such other format as directed by Owner. The Project schedule will be reviewed/updated on a monthly basis. The schedule will be utilized for monitoring the progress of the Project and will, in addition, contain the Schedule of Values to be used as a basis for reviewing the amount of monthly progress payments to be made to all Contractors. § 9.8.5 INCLUSION OF WEATHER DAYS IN SCHEDULE The Contractor shall include in the Contractors Construction Schedule weather days based upon local Weather data 5 year average Weather days shall be understood to be work days, exclusive of holidays, Sundays and other non-working days. The Contractor shall use these monthly averages when establishing the construction schedule for this Project. Claims for weather delays will not be considered until the number of days for the relevant period actually delayed exceeds the five year average for the period for which a time extension is being requested. Weather days are to be included to aid the Contractors in their scheduling. Unused weather days are not available

for decreasing the Project time. § 9.9 SUBMITTALS § 9.9.19.2 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. Submittals that are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Architect without action. § 9.9.2 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor determined and verified materials, field measurements and field construction criteria related thereto, or will do so and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents.






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§ 9.9.3 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been reviewed and approved by the Architect. § 9.9.4 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect’s approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and (1) the Architect and Owner have given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued and approved in writing by Owner authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect’s approval thereof. § 9.9.5 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. § 9.19.20 USE OF SITE § 9.19.20.1The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 9.19.20.2 The Project, as school property, may attract children and unauthorized personnel. Contractor shall take all necessary precautions to secure the Project and his Work to prevent injury and to discourage the entry onto the Project of children and unauthorized personnel. § 9.19.20.3 Contractor shall be responsible to avoid fraternization and unnecessary contact with students and school personnel by the persons and entities on the Project for whom Contractor is responsible. Contractor will maintain suitable decorum on the site and anyone failing to comply with the requirements of this subparagraph as determined by Owner shall be subject to immediate dismissal. § 9.19.20.4 Contractor shall not use Owner’s facilities and shall plan and schedule its Work so as not to interrupt or interfere with school operations or activities. § 9.19.21 CUTTING AND PATCHING The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents. § 9.19.22 CLEANING UP § 9.19.22.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor’s tools, construction equipment, machinery and surplus materials from and about the Project. The Contractor shall maintain streets, parking areas and sidewalks around the Project site free from any materials or debris resulting from operations under this Contract. The Contractor shall remove all spillage and tracking arising from the performance of the Work from such areas, and shall establish a regular maintenance program of sweeping and hosing to minimize accumulation of dirt and dust upon such areas. § 9.19.22.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Contractor. § 9.19.23 ROYALTIES, PATENTS AND COPYRIGHTS The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect.






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§ 9.19.24 ACCESS TO WORK The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. § 9.19.25 INDEMNIFICATION § 9.19.25.1 To the fullest extent permitted by law the Contractor shall indemnify and hold harmless the Owner and Program Manager (the “Indemnities”), and all of their agents and employees of either of them from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from Contractor’s (including subcontractors, anyone directly or indirectly hired by them or anyone for whose acts contractor may be liable) non-performance, negligent acts or omissions. Contractor agrees to assume and defend any claims asserted against the persons and entities listed above at Contractor’s expense. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 9.19.25. Without limiting the foregoing, the Contractor shall indemnify and hold harmless the Owner and Program Manager from all cost and expense, including attorneys’ fees, against any assertion of claims by Contractor’s subcontractors, sub-subcontractors, or material suppliers. § 9.19.25.2 In claims against any person or entity indemnified under this Section 9.19.25 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 15.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers’ compensation acts, disability benefit acts or other employee benefit acts. § 9.19.25.3 The Contractor’s indemnity obligations under this Section 9.19.25 shall also specifically include, without limitation, all fines, penalties, damages, liability, costs, expenses (including, without limitation, reasonable attorneys’ fees), and punitive damages (if any) arising out of, or in connection with, any (i) violation of or failure to comply with any law, statute, ordinance, rule, regulation, code, or requirement of a public authority that bears upon the performance of the Work by the Contractor, a Subcontractor, or any person or entity for whom either is responsible, (ii) means, methods, procedures, techniques, or sequences of execution or performance of the Work, (iii) failure to secure and pay for permits, fees, approvals, licenses, and inspections as required under the Contract Documents, or any violation of any permit or other approval of a public authority applicable to the Work, by the Contractor, a Subcontractor, or any person or entity for whom either is responsible, and (iv) failure to comply with the Guilford County Schools ARRA Reporting Requirements, if applicable. § 9.19.25.4 In the event of accidents involving personal injury or property damage, the Contractor shall immediately notify the Owner, the Program Manager and the Architect, furnishing as much data as is available. As soon as practicable, he shall furnish to the Owner, the Program Manager and the Architect a written report indicating the extent of the damage, the persons involved, the employer of the persons involved and the number of days each person is hospitalized. ARTICLE 10 ARCHITECT § 10.1 The Architect will provide administration of the Contract and will be an Owner’s representative during construction, until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified in writing in accordance with other provisions of the Contract. § 10.2. The Architect shall visit the site at intervals appropriate to the stage of construction, but not less than once every two weeks. Each engineering discipline shall make periodic visits not less than once every two weeks, during the course of work applicable to its discipline. During critical work phases, each engineering discipline and Architect may be required to make more frequent visits. The purpose of the visits is to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. On the basis of the observations, Architect shall use reasonable care to guard the Owner against defects and deficiencies in the Work of the Contractor. If the Architect observes any work that does not conform to the Construction Documents, the Architect shall immediately make an oral and written report to Owner and Program Manager of any such acts or omissions. The engineering disciplines shall prepare and submit a report on each visit, submitted to the Owner, Program Manager and the Contractor through the Architect within five (5) days of the visit.






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§ 10.3 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect is not the general agent of the Owner, and shall have the authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences (except to the extent phasing is required in a contract or schedule) or procedures, or for safety precautions and programs in connection with the Work. The Architect shall be responsible for the Architect’s negligent acts or omissions, including, but not limited to, a negligent failure to timely determine the Work is not being performed in accordance with the Contract Documents or a negligent failure to notify the Owner that the construction means, techniques, sequences, or procedures utilized by the Contractor are not generally accepted in the industry. Notwithstanding the foregoing, the Architect shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work, provided the Architect has given prompt notice to the Owner in writing of any deviations from the Contract Documents in the Work or any defects or deficiencies in the Work of the Contractor of which the Architect has knowledge, or reasonably should have knowledge. § 10.4 Based on the Architect’s evaluations of the Work and of the Contractor’s Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 10.5 The Architect has authority to reject Work and shall reject Work that does not conform to the Contract Documents and to require inspection or testing of the Work. § 10.6 The Architect will review and approve or take other appropriate action upon the Contractor’s submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. § 10.7 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect will make initial decisions on all claims, disputes and other matters in question between the Owner and Contractor but will not be liable for results of any interpretations or decisions rendered in good faith. § 10.8 The Architect’s decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 10.9 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld. ARTICLE 11 SUBCONTRACTORS § 11.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. § 11.2 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of the Subcontractors or suppliers for each of the principal portions of the Work. The Contractor shall not contract with any Subcontractor or supplier to whom the Owner or Architect has made reasonable written objection within ten days after receipt of the Contractor’s list of Subcontractors and suppliers. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor’s Work. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 11.3 Contracts between the Contractor and Subcontractors shall (1) require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by the terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor’s Work, which the Contractor, by the Contract Documents, assumes toward the Owner and Architect, and (2) allow the Subcontractor the benefit of all rights, remedies and redress against the Contractor that the Contractor, by these Contract Documents, has against the Owner.






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§ 11.4 The Contractor shall not change a Subcontractor, person or entity previously selected without the approval of the Owner; provided, however, that Contractor shall be entitled to recover any resulting increase in the Contract Sum resulting from any objection to the substitution. § 11.5 CONTINGENT ASSIGNMENT OF SUBCONTRACTS § 11.5.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that assignment is effective only after termination of the Contract or Contractor’s performance by the Owner and only for those subcontract agreements which the Owner accepts by notifying the Subcontractor and Contractor in writing. § 11.5.2 Owner shall not be obligated for any payment or amounts claimed for work performed prior to the effective date of the Assignment. Upon assignment, if the Work has been suspended for more than 45 days, the Subcontractor’s compensation shall be equitably adjusted for increases in cost resulting from the suspension. ARTICLE 12 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 12.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under conditions of the contract identical or substantially similar to these, including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such claim as provided in Article 21. § 12.2 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor’s activities with theirs as required by the Contract Documents. § 12.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a separate contractor because of delays, improperly timed activities or defective construction of the Contractor. The Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the Work or defective construction of a separate contractor. ARTICLE 13 CHANGES IN THE WORK § 13.1 By appropriate Modification, changes in the Work may be accomplished after execution of the Contract. The Owner, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, with the Contract Sum and Contract Time being adjusted accordingly. Such changes in the Work shall be authorized by written Change Order signed by the Owner, Contractor and Architect, or by written Construction Change Directive signed by the Owner and Architect. § 13.2 Adjustments in the Contract Sum and Contract Time resulting from a change in the Work shall be determined by mutual agreement of the parties or, in the case of a Construction Change Directive signed only by the Owner and Architect, by the Contractor’s cost of labor, material, equipment, and reasonable overhead and profit, unless the parties agree on another method for determining the cost or credit. Pending final determination of the total cost of a Construction Change Directive, the Contractor may request payment for Work completed pursuant to the Construction Change Directive. The Architect will make an interim determination of the amount of payment due for purposes of certifying the Contractor’s monthly Application for Payment. When the Owner and Contractor agree on adjustments to the Contract Sum and Contract Time arising from a Construction Change Directive, the Architect will prepare a Change Order. § 13.3 Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including, but not limited to, all direct and indirect costs associated with such change and any and all adjustments to the Contract Sum and the construction schedule. Subsequent claims for cumulative cost or cumulative impact shall not be allowed. § 13.4 The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such written orders promptly.






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§ 13.5 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect will promptly investigate such conditions and, if the Architect determines that they differ materially and cause an increase or decrease in the Contractor’s cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner and Contractor in writing, stating the reasons. If either party disputes the Architect’s determination or recommendation, that party may proceed as provided in Article 15. ARTICLE 14 TIME § 14.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 14.2 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 14.3 The term “day” as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 14.4 The date of Substantial Completion is the date certified by the Architect in accordance with Section 15.4.3. § 14.5 If the Contractor is delayed at any time in the commencement or progress of the Work by changes ordered in the Work, by labor disputes, fire, unusual delay in deliveries, abnormal adverse weather conditions not reasonably anticipatable, unavoidable casualties or any causes beyond the Contractor’s control, or by other causes which may justify delay, then the Contract Time shall be extended by Change Order, but only if there was not a concurrent critical path delay in the performance of the Work resulting from any other cause for which the Contractor is not entitled to an extension in the Contract Time under the Contract Documents. The Contractor further acknowledges and agrees that adjustments in the Contract Time will be permitted for a delay only to the extent such delay (i) is not caused by the Contractor, (ii) could not be limited or avoided by the Contractor’s timely notice to the Owner and Architect of the delay or reasonable likelihood that a delay will occur, and (iii) is of a duration not less than one (1) day. Contractor shall strictly comply with all notice and time requirements contained herein. Failure to strictly adhere thereto shall constitute a complete waiver of any claim for an extension of time or additional compensation for delay. ARTICLE 15 PAYMENTS AND COMPLETION § 15.1 APPLICATIONS FOR PAYMENT § 15.1.1 Where the Contract is based on a Stipulated Sum or the Cost of the Work with a Guaranteed Maximum Price, the Contractor shall submit to the Architect, before the first Application for Payment, a schedule of values, allocating the entire Contract Sum to the various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used in reviewing the Contractor’s Applications for Payment. § 15.1.2 The Contractor’s schedule of values shall contain the following line items and corresponding values and dollar amounts in addition to all other specified requirements of the contract documents:

.1 As-Built Drawing Documents ½ % of total Contract Sum

.2 O & M Manuals ½ % of total Contract Sum

.3 Warranty Binders 1 % of total Contract Sum






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§ 15.1.3 Payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment stored, and protected from damage, off the site at a location agreed upon in writing. § 15.1.4 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor’s knowledge, information and belief, be free and clear of liens, claims, security interests or other encumbrances adverse to the Owner’s interests. § 15.2 APPLICATIONS FOR PAYMENT § 15.2.1 At least thirty (30) days before the date established for each progress payment, the Contractor shall submit to the Owner and Architect an itemized Application for Payment for operations completed in accordance with the schedule of values. Such application shall be notarized, if required, and supported by such data substantiating the Contractor’s right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage if provided for in the Contract Documents. Such Application for Payment shall be certified as correct by an officer of Contractor and shall be accompanied by acknowledgments of payment and other documentation from subcontractors’, materialmen and suppliers as may be required by the Architect or Owner. In addition, such Application for Payment shall contain a certification by the Contractor that there are no Claims by Contractor for which Owner and Architect have not received written notice as required in Article 21; that there have been no claims submitted to the Contractor at the date of such Application for Payment; and that all due and payable bills with respect to the Work have been paid to date or shall be paid from the proceeds of such Application for Payment. § 15.2.1.1 As provided in Section 13.2, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Change Orders or Construction Change Directives. § 15.2.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay to Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay and does promptly pay. § 15.2.1.3 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. All materials stored offsite pursuant to this Section shall belong to and be the property of the Owner. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner’s title to such materials and equipment or otherwise protect the Owner’s interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. Owner shall have the right to take possession of all materials stored offsite at any time, and any storage agreement made by Contractor must so provide. Storage by Contractor of materials offsite is discouraged. Where circumstances indicate that the Owner’s best interest is served by offsite storage, the Contractor shall make written request to the Architect and Owner for approval to include such material costs in his next progress payment. The Contractor’s request shall include the following information:

.1 a list of the fabricated materials consigned to the project (which shall be clearly identified), giving the place of storage, together with copies of invoices and reasons why materials cannot be delivered to the site;

.2 certification that items have been tagged for delivery to the project and that they will not be used

for another purpose; .3 copy of insurance policy or amendment covering the material in storage, naming the Owner as

additional insured; .4 costs incurred by the Architect to inspect material in offsite storage shall be paid by the

Contractor; and






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.5 subsequent pay requests shall itemize the materials and their cost which were approved on previous pay requests and remain in offsite storage.

§ 15.2.1.4 The Contractor warrants that title to all Work and materials covered by an Application for Payment will pass to the Owner no later than the time of payment of the Application for Payment. The fact that retainage may be withheld shall not effect or limit Owner’s title to the Work or material. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor’s knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. § 15.3 CERTIFICATES FOR PAYMENT § 15.3.1 The Architect will, within seven days after receipt of the Contractor’s Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect’s reasons for withholding certification in whole or in part as provided in Section 15.4. § 15.3.2 The Architect’s certification for payment shall constitute a representation by the Architect to the Owner, based on the Architect’s evaluation of the Work as provided in Section 10.2 and on the data comprising the Contractor’s Application for Payment, that, to the best of the Architect’s knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents and the Contractor is entitled to the amount certified. § 15.3.3 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor’s right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 15.3.4 The Architect shall maintain a record of the Applications and Certificates for Payment. § 15.4 DECISIONS TO WITHHOLD CERTIFICATION § 15.4.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect’s opinion the representations to the Owner required by Section 15.3.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 15.3.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect or Owner may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect’s opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions because of

.1 defective Work not remedied;

.2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor;

.3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment;

.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;

.5 damage to or Claims by the Owner or a separate contractor;

.6 failure of Contractor to achieve the progress required by Contractor’s Construction Schedule;

.7 reasonable evidence that the Work will not be completed within the Contract Time;

.8 determination by Owner or Architect that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay or the cost of recovery to overcome the delay; or

.7 repeated failure to carry out the Work in accordance with the Contract Documents.






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§ 15.4.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 15.4.3 If Contractor disputes a determination by the Architect or Owner with regard to a Certificate of Payment, Contractor nevertheless expeditiously shall continue to prosecute the Work. § 15.4.4 Notwithstanding any other provision of this Agreement, the Owner shall not be deemed to be in breach of this Contract by reason of the withholding of any payment or part of a payment which the Architect has not certified or which Owner declines to pay on the grounds set forth in Section 15.4.1. § 15.5 PROGRESS PAYMENTS § 15.5.1 After the Architect has issued a Certificate for Payment, the Owner shall, subject to Section 15.4.4, make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. § 15.5.2 The Contractor shall promptly pay each Subcontractor upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of each Subcontractor’s portion of the Work, the amount to which said Subcontractor is entitled in accordance with the terms of its subcontract, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors and suppliers in a similar manner. § 15.5.3 The Architect may, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 15.5.4 Neither the Owner nor Architect shall have an obligation to pay or see to the payment of money to a Subcontractor. § 15.5.5 Payment to material suppliers shall be treated in a manner similar to that provided in Sections 15.5.2, 15.5.3 and 15.5.4. § 15.5.6 A Certificate for Payment, a progress payment, final payment or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. § 15.5.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner, but nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor. § 15.5.8 If the Owner is entitled to reimbursement or payment from the Contractor under or pursuant to the Contract Documents, such payment shall be made promptly upon demand by the Owner. Notwithstanding any provisions in the Contract Documents to the contrary, if the Contractor fails to promptly make any payment due the Owner, if the Owner incurs any costs and expenses to cure any default of the Contractor or to correct defective Work, or if the Architect awards a Claim to another Contractor chargeable against Contractor, the Owner shall have an absolute right to offset such amount against the Contract Sum and may, in the Owner’s sole discretion, elect to (i) deduct such amount from any payment then or thereafter due the Contractor from the Owner, or (ii) issue a written notice to the Contractor reducing the Contract Sum. § 15.6 SUBSTANTIAL COMPLETION § 15.6.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. § 15.6.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents.






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§ 15.6.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. When the Architect and the Owner agree that the Work or designated portion thereof is substantially complete, the Architect will issue a Certificate of Substantial Completion which shall establish the date of Substantial Completion, establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 15.6.4 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. § 15.7 PARTIAL OCCUPANCY OR USE § 15.7.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage, provided such occupancy or use is consented to by the insurer as required under Section 17.4.15 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 15.6.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. § 15.7.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 15.7.3 Partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 15.8 FINAL COMPLETION AND FINAL PAYMENT § 15.8.1 Upon receipt of the Contractor’s written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect and Owner agree the the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions stated in Section 15.8.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. § 15.8.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect and Owner (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least thirty (30) days’ prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as acknowledgements of payments, receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such claim. If such claim remains unsatisfied after payments are made, the Contractor shall refund to the Owner all






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money that the Owner may be compelled to pay in discharging such claim, including all costs and reasonable attorneys’ fees. The Contractor shall furnish such evidence as may be necessary to show that out-of-state subcontractors or suppliers have fully met the requirements of payment of taxes as established in the law of the State or local subdivision thereof which may be in effect at the time of final payment. The Owner will require the submission of such proof or evidence before final payment will be approved or made. The following must be submitted to the Architect before approval of final payment:

.1 affidavit of payment as required under this paragraph shall be in the form of AIA Document G706 – Contractor’s Affidavit of Payment of Debt and Claims;

.2 consent of Surety as required under this paragraph shall be in the form of AIA Document G707 –

Consent of Surety Company to Final Payment; .3 submit releases and final unconditional waivers from major subcontractors and suppliers; .4 submit certification stating that no materials containing asbestos were incorporated into the Work; .5 all warranties and guarantees required by the Contract Documents shall be assembled and

delivered to the Architect and accepted by Owner; and .6 final as built drawings

§ 15.8.3 Final payment shall not constitute a waiver of Claims by the Owner. § 15.5.4 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 16 PROTECTION OF PERSONS AND PROPERTY § 16.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to

.1 employees on the Work and other persons who may be affected thereby;

.2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor’s Subcontractors or Sub-subcontractors; and

.3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction.

The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on safety of persons and property and their protection from damage, injury or loss. The Contractor shall promptly remedy damage and loss to property caused in whole or in part by the Contractor, a Subcontractor, a sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 16.1.2 and 16.1.3, except for damage or loss attributable to acts or omissions of the Owner or Architect or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor’s obligations under Section 9.19.25. § 16.2 HAZARDOUS MATERIALS § 16.2.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Architect in writing.






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§ 16.2.2 Upon receipt of the Contractor’s written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substances or who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor’s reasonable additional costs of shut-down, delay and start-up, which adjustments shall be accomplished as provided in Article 13, Contractor shall use its best efforts to mitigate the delay and impact of such events. § 16.2.3 In the event the Owner believes the Contractor likely will encounter lead paint on the Project, the Owner will have included a notice to the Contractor of the likely presence of lead paint in the Bid Documents. In such event, notwithstanding any provision of Section 16.2.2 to the contrary, Contractor acknowledges it shall be responsible for all testing, abatement, removal, remediation, disposal and clean up of such Hazardous Materials and to properly protect all people working on or visiting the project. Except as provided herein, the remaining provisions of Section 16.2 shall remain in full force and effect, including, but not limited to, the Contractor's obligation to report the presence of any such Hazardous Materials to the Owner prior to any disturbance of such Hazardous Materials. § 17.1 CONTRACTOR’S LIABILITY INSURANCE § 17.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor’s operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable:

.1 Claims under workers’ compensation, disability benefit and other similar employee benefit acts that are applicable to the Work to be performed;

.2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor’s employees;

.3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor’s employees;

.4 Claims for damages insured by usual personal injury liability coverage;

.5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom;

.6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle;

.7 Claims for bodily injury or property damage arising out of completed operations; and

.8 Claims involving contractual liability insurance applicable to the Contractor’s obligations under this Agreement, included private entitles performing Work at the site and exempt from the coverage on account of number of employees or occupation, which entities shall maintain voluntary compensation coverage at the same limits specified for mandatory coverage for the duration of the Project.

§ 17.1.2 The insurance required by Section 17.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, shall be written on an occurrence or claims-made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor’s completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. The Builder’s Risk, comprehensive general liability, comprehensive automobile liability and umbrella liability policies shall name the Owner and Program Manager as additional insureds and shall also provide no less than thirty (30) days prior written notice of cancellation or material change to Owner. All insurance policies must be issued by insurers licensed to do business in the state in which the job site is located and have a Best Insurance Guide rating of A/X or better. § 17.2.1 Liability insurance shall include all major divisions of coverage and be on a comprehensive basis including:






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.1 Premises operation (including X, C, and U Coverages, as applicable); .2 Independent Contractor’s protective; .3 Products and completed operations; .4 Personal injury liability with employment exclusion deleted; .5 Contractual, including specified provision for Contractor’s obligation under Subparagraph 3.18; .6 Owned, non-owned and hired motor vehicles; and .7 Broad form property damage, including completed operations.

§ 17.1.2.2 If the General Liability coverages are provided by a Commercial General Liability Policy on a claims-made basis, the policy data or retroactive date shall predate the Contract; the termination date of the policy or applicable extended reporting period shall be no earlier than the termination date of coverages required to be maintained after final payment, certified in accordance with Section 15.8. § 17.1.2.3 The insurance required by subparagraph 17.1.1 shall be written for not less than the following limits, or greater, if required by law:

.1 Workers’ compensation A. State Statutory B. Applicable Federal: Statutory C. Employer’s Liability; $500,000 each accident $500,000 disease, policy limit $500,000 disease, each employee .2 Comprehensive or Commercial General Liability: A. Limit of Insurance (CSL) $1,000,000 each occurrence $2,000,000 aggregate B. Products and completed operations to be maintained for 1 year after final payment. $1,000,000 aggregate C. Property damage liability insurance shall provide X, C, and U coverage. D. Broad form property damage shall include completed operations. .3 Contractual Liability (Hold Harmless coverage). A. Limits of insurance (CSL): $1,000,000 each occurrence $2,000,000 aggregate .4 Personal injury: $2,000,000 aggregate






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.5 Business auto liability (including owned, non-owned, and hired vehicles); .6 If the general liability coverages are provided by a commercial liability policy, the: A. General aggregates shall not be less than $1,000,000 and it shall apply, in total, to this

Project only; B. Fire damage limit shall be not less than $50,000 on any one fire; and C. Medical expense limit shall be not less than $5,000 on any one person. .7 Umbrella excess liability: $5,000,000 over primary insurance

§ 17.1.3 Certificates of insurance and copies of the insurance policies shall be job specific and in form acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These certificates and the insurance policies required by this Section 17.1.3 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days’ prior written notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force after final payment and are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Section 15.8.2. The certificate of insurance shall specifically state that X, C, and U coverage is provided. If this insurance is written on the comprehensive liability policy, the certificates shall be in the form of AIA Document G705 – Certificate of Insurance. If this insurance is written on a commercial general liability policy form, Accord Form 25S will be acceptable. § 17.1.4 The Contractor shall cause each Subcontractor to (i) procure insurance reasonably satisfactory to the Owner and (ii) name the Indemnities as additional insureds under the Subcontractor’s comprehensive general liability policy. The additional insured endorsement included on the Subcontractor’s comprehensive general liability policy shall state that coverage is afforded the additional insureds with respect to claims arising out of operations performed by or on behalf of the Contractor. If the additional insured have other insurance that is applicable to the loss, such other insurance shall be on an excess or contingent basis. The amount of the insurer’s liability under this insurance policy shall not be reduced by the existence of such other insurance. § 17.2 OWNER’S LIABILITY INSURANCE The Owner shall be responsible for purchasing and maintaining the Owner’s usual liability insurance. The Contractor shall purchase and maintain insurance covering the Owner’s contingent liability for claims which may arise from operations under the Contract. § 17.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE § 17.3.1 Optionally, the Owner may require the Contractor to purchase and maintain Project Management Protective Liability insurance from the Contractor’s usual sources as primary coverage for the Owner’s, Contractor’s and Architect’s vicarious liability for construction operations under the Contract. Unless otherwise required by the Contract Documents, the Owner shall reimburse the Contractor by increasing the Contract Sum to pay the cost of purchasing and maintaining such optional insurance coverage, and the Contractor shall not be responsible for purchasing any other liability insurance on behalf of the Owner. The minimum limits of liability purchased with such coverage shall be equal to the aggregate of the limits required for Contractor’s Liability Insurance under Sections 17.1.2 through 17.1.1.5. § 17.3.2 To the extent damages are covered by Project Management Protective Liability insurance, the Owner, Contractor and Architect waive all rights against each other for damages, except such rights as they may have to the proceeds of such insurance. The policy shall provide for such waivers of subrogation by endorsement or otherwise. § 17.3.3 The Owner shall not require the Contractor to include the Owner, Architect or other persons or entities as additional insureds on the Contractor’s Liability Insurance coverage under Section 17. §17.4 PROPERTY INSURANCE






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§17.4.1 Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder’s risk “all-risk” or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract modifications and cost of materials supplied or installed comprising total value for the entire Project at the site on a replacement cost basis. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all person and entities who are beneficiaries of such insurance, until final payment has been made as provided in Contractor shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder’s risk “all-risk” or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract modifications and cost of materials supplied or installed comprising total value for the entire Project at the site on a replacement cost basis. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all person and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 15.8 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 17.4 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, the Co-Prime Contractors and other contractors contracting with the Owner in connection with construction of the Project. The form of policy for this coverage shall be completed value. If the Owner is damaged by failure of the Contractor to maintain such insurance, the n the Contractor shall bear all reasonable costs properly attributable thereto. The cost of the Builder’s Risk coverage attributable to the Co-Prime Contractor’s Work, as determined by Architect shall be backcharged against the Co-Prime Contractor’s Contract Sum. The General Construction Contractor shall provide such information as the Architect may require in this regard. §17.4.1.1 Property insurance shall be on an “all-risk” or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect’s and Owner’s services and expenses required as a result of such insured loss. §17.4.1.2 The insurance required by this subparagraph shall show Owner, Contractor, and Subcontractor as Co-insured and shall cover all of Owner’s property involved in the Project. The Contractor shall immediately furnish to the Owner and the Architect copies of all endorsements that are subsequently issued amending coverage or limits. §17.4.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles. §17.4.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. §17.4.1.5 Partial occupancy or use in accordance with Section 15.7 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. § 17.4.2 BOILER AND MACHINERY INSURANCE § 17.4.2.1 The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds. § 17.4.2.2 The Contractor has the option to purchase such insurance and riders to his insurance to cover Theft, Business Interruption, Extra Expense, Installation, Contractors Equipment as he deems prudent to cover possible losses due to acts of God (force majeure) including loss of income and financial damages due to loss of income caused by delays in construction from a covered peril. This option shall be the sole remedy for damages that are not a result of Owner, Architect, or their agents actions, omissions or failure to take action.






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§ 17.4.3 WAIVERS OF SUBROGATION § 17.4.3.1 The Owner and Contractor waive all rights against (1) each other, Owner’s Program Manager, and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and (2) the Architect, Architect’s consultants, separate contractors described in Article 12, if any, and any of their subcontractors, sub-subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent of actual recovery of any insurance provided under any property insurance obtained pursuant to this Section 17.4 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect’s consultants, separate contractors described in Article 6, if any, and the subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. § 17.4.3.2 A loss insured under the property insurance shall be adjusted by the Owner and made payable to the Owner on behalf of the insureds, as their interests may appear, subject to requirements of Section 17.4.4. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. § 17.4.4 The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or as otherwise determined by Owner. If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 13. § 17.4.5 The Owner as fiduciary shall have power to adjust and settle a loss with insurers on behalf of all insureds and all parties in interest. § 17.5 PERFORMANCE BOND AND PAYMENT BOND § 17.5.1 Contractor shall furnish bonds satisfactory to Owner covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements, as required by N.C.G.S. 143-129 and as specifically required in the Contract Documents on the date of execution of the Contract. § 17.5.2 The Contractor shall deliver the required bonds to the Owner when he delivers the executed contracts to the Architect, or if the Work is to be commenced prior thereto in response to a Letter of Intent, the Contractor shall, prior to the commencement of the Work, submit evidence satisfactory to the Owner that such bonds will be furnished. § 17.5.3 The Contractor shall keep the surety informed of the progress of the Work, and, where necessary, obtain the surety’s consent to, or waiver of, (i) notice of changes in the Work; (ii) request for reduction or release of retention; (iii) request for final payment; and (iv) any other item required by the Surety. The Owner may, in the Owner’s sole discretion, inform the Surety of the progress of the Work and obtain consents as necessary to protect the Owner’s rights, interest, privileges, and benefits under and pursuant to any bond issued in connection with the Work. § 17.6 GENERAL INSURANCE REQUIREMENTS § 17.6.1 In no event shall any failure of the Owner to receive and review copies or certificates or policies required under Section 17.1 or to demand receipt of such copies or certificates be construed as a waiver by the Owner or the Architect of the Contractor’s obligations to obtain insurance pursuant to this Article. The obligation to procure and maintain such insurance is a separate responsibility of the Contractor and independent of the duty to furnish a certified copy or certificate of such insurance policies. § 17.6.2 If the Contractor fails to purchase and maintain, or require to be purchased and maintained, any insurance required under this Article 17, the Owner may, but shall not be obligated to, upon five (5) days’ written notice to the Contractor, purchase such insurance on behalf of the Contractor and shall be entitled to be reimbursed by the Contractor upon demand.






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§ 17.6.3 When any required insurance, due to the attainment of a normal expiration date or renewal date, shall expire, the Contractor shall supply the Owner with Certificates of Insurance and amendatory riders or endorsements that clearly evidence the continuation of all coverage in the same manner, limits of protection, and scope of coverage as was provided by the previous policy. In the event any renewal or replacement policy, for whatever reason obtained or required, is written by a carrier other than that with whom the coverage was previously placed, or the subsequent policy differs in any way from the previous policy, the Contractor shall also furnish the Owner with a certified copy of the renewal or replacement policy unless the Owner provides the Contractor with prior written consent to submit only a Certificate of Insurance for any such policy. All renewal and replacement policies shall be in form and substance satisfactory to the Owner and written by carriers acceptable to the Owner. § 17.6.4 Any aggregate limit under the Contractor’s liability insurance shall, by endorsement, apply to this project separately. § 17.6.5 Prior to commencement of the Work, the Contractor shall file with the Owner one (1) certified copy of the policy or policies providing this property insurance coverage, each containing those endorsements specifically related to the Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire until at least thirty (30) days’ prior written notice has been given to the Owner, Architect and Contractor. § 17.6.6 All insurance required by this Contract shall be written by a company or companies having a rating of “A” or above by A.M. Best Company and which are licensed and authorized to do business in North Carolina. § 17.6.7 The Contractor shall not commence work under this Contract until he has obtained all the insurance and bonds required hereunder and such insurance and bonds have been approved by the Owner, nor shall the Contractor allow any subcontractor to commence work on his subcontract until all similar insurance and bonds required of the subcontractor have been so obtained and approved. Approval of the insurance by the Owner shall not relieve or decrease the liability of the Contractor hereunder. ARTICLE 18 UNCOVERING AND CORRECTION OF WORK § 18.1 UNCOVERING OF WORK § 18.1.1 If a portion of the Work is covered contrary to the Architect’s or Owner’s request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect or Owner, be uncovered for the Architect’s and Owner’s examination and be replaced at the Contractor’s expense without change in the Contract Time. § 18.1.2 If a portion of the Work has been covered which the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner’s expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractor’s expense unless the condition was caused by the Owner or a separate contractor, in which event the Owner shall be responsible for payment of such costs. If the condition was caused by separate contractor, Contractor may make a claim for extra costs as provided in Article 21. § 18.2 CORRECTION OF WORK § 18.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION The Contractor shall promptly correct Work rejected by the Architect or Owner or Work failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. If Contractor does not promptly commence such repair and continuously and efficiently proceed to completion, Owner may correct the portion of the Work rejected and Contractor or its surety shall reimburse Owner therefore. Costs of correcting such rejected Work, including additional testing and inspections, and compensation for the Architect’s services and expenses made necessary thereby, shall be at the Contractor’s expense. § 18.2.2 In addition to the Contractor’s obligations under Section 9.4, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.19.2, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the






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Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 8.3. In the judgment of the Architect or Owner, should any material, equipment or systems require corrective work because of defects in material or workmanship within the warranty period, the Contractor shall complete all required corrective work as expeditiously as possible, but in any event within thirty (30) days of notice. Contractor’s warranty obligations as contained herein shall be in addition to such other obligations Contractor may have for correcting defective Work imposed by this Agreement or otherwise imposed by law. Upon completion of any Work under or pursuant to this Section 18.2, there shall be a one (1) year warranty and correction period in connection with repairs and corrections performed. The obligations under this Section 18.2 shall cover any repairs and replacement to any part of the Work or other property that is damaged by the defective Work. § 18.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 18.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor’s correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 18.2.5 Nothing contained in this Section 18.2 shall be construed to establish a period of limitation with respect to other obligations that the Contractor might have under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 18.2.2 relates only to the specific warranty obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor’s liability with respect to the Contractor’s obligations other than specifically to correct the Work. § 18.3 ACCEPTANCE OF NONCONFORMING WORK If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. The acceptance of non-conforming Work by the Owner shall only be by written Change Order or Construction Change Directive, signed by the Owner. No person has authority to accept non-conforming work except the Owner. ARTICLE 19 MISCELLANEOUS PROVISIONS § 19.19.2 GOVERNING LAW The Contract shall be governed by the law of the State of North Carolina. § 19.2 SUCCESSORS AND ASSIGNS § 19.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 19.2.2 or set forth elsewhere in the Contract Documents, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 19.3 WRITTEN NOTICE Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. § 19.4 RIGHTS AND REMEDIES § 19.4.1 Except as expressly provided in the Contract Documents, duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law.






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§ 19.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach there under, except as may be specifically agreed in writing. § 19.4.3 The invalidity of any part or provision of the Contract Documents shall not impair or affect in any manner the validity, enforceability or effect of the remaining parts and provisions of the Contract Documents. § 19.5 TESTS AND INSPECTIONS § 19.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities having jurisdiction shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded. § 19.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.5.3, shall be at the Owner’s expense. § 19.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures, cost of retesting for verification compliance, and compensation for the Architect’s services and expenses shall be at the Contractor’s expense. The Contractor also agrees that the cost of testing services required for the convenience of the Contractor in his scheduling and performance of the Work, and the cost of testing services related to remedial operations performed to correct deficiencies in the Work, shall be borne by the Contractor. § 19.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. § 19.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. § 19.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 19.6 INTEREST § 13.6.1 Undisputed payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate of eight percent (8%) per annum. § 19.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD § 19.7.1 As between the Owner and Contractor:

.1 Before issuance of Final Certificate for Payment: As to acts or failures to act occurring prior to the issuance of the Final Certificate for Payment, any applicable statute of limitations or statute of repose shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events as of the date of the issuance of the final Certificate for Payment.

.2 After Final Certificate for Payment: As to acts or failures to act occurring after the relevant date

of issuance of the final Certificate for Payment, any applicable statute of limitations or statute of repose shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events as of the date of any act or failure to act by the Contractor pursuant to any Warranty provided under Section 9.4, the date of any correction of the Work or failure to correct






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the Work by the Contractor under Section 18.2, or the date of actual commission of any other act or failure to perform any duty or obligation by the Contractor or Owner, whichever occurs last.

§ 19.8 CHOICE OF FORUM § 19.8.1 All litigation pertaining to or arising from or relating to this Agreement or the Work described herein shall be conducted in the General Court of Justice, Superior Court Division for Guilford County (Greensboro) or in the federal court residing in that District, which courts shall be the exclusive forums for any such litigation. § 19.8.2 Any mediation arising from or related to this Agreement or the Work shall be conducted in Guilford County, North Carolina at a place designated by Owner. ARTICLE 20 TERMINATION OF THE CONTRACT § 20.1 TERMINATION BY THE CONTRACTOR § 20.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons:

.1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped;

.2 An act of government, such as a declaration of national emergency that requires all Work to be stopped;

In the event of a stoppage of the Work exceeding five (5) days, Contractor shall be entitled to an adjustment of the Contract Time, Contract Sum and GMP as provided in Section 20.3. § 20.1.2 The Contractor may terminate the Contract if the Architect has not, within the time provided by the Contract Documents, issued a Certificate for Payment or has not notified the Contractor of the reason for withholding certification as provided in Section 15.3, or because the Owner has not made payment on the undisputed portion of a Certificate for Payment which has been certified by the Architect for Payment within 30 days of the date required by the Contract Documents. § 20.1.3 If one of the reasons described in Section 20.1.1 or 20.1.2 exists, the Contractor may give twenty-one (21) days’ written notice to the Owner and Architect that Contractor is considering terminating the Contract and shall state specifically and in detail all grounds for termination. If Owner or Architect has not cured the specified grounds for termination set forth in the written notice within twenty-one (21) days of receipt of such notice, Contractor may, upon giving fifteen (15) additional days’ written notice, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable job site overhead, cost and profit earned to date and the other items set out in Section 14.4. Contractor waives all consequential damages including, but not limited to, home office overhead and those damages set forth in Section 21.1.8. § 20.2 TERMINATION BY THE OWNER FOR CAUSE § 20.2.1 The Owner may terminate the Contract or complete any portion of the Work using its own or separate forces at the Contractor’s expense if the Contractor:

.1 refuses or fails to supply enough properly skilled workers or proper materials;

.2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors;

.3 disregards laws, statutes, ordinances, codes, rules and regulations, or orders of a public authority having jurisdiction;

.4 fails to begin remedial action within any time period set forth in any Notice of Violation issued by NCDENR, and/or within forty-eight (48) hours after receipt by the Contractor of written notice from the Owner;

.5 falls more than fourteen (14) days behind the progress required by the Contractors Construction Schedule (or fails to achieve any milestone as required therein), and fails promptly to take reasonable steps, as determined by Owner, to regain the period of delay;

.6 fails to comply with its coordination and/or scheduling obligations;

.7 fails to comply with its obligations under the Guilford County Schools ARRA Reporting Requirements, if applicable, or

.8 otherwise is guilty of substantial breach of a provision of the Contract Documents.






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§ 20.2.2 When any of the above reasons exist, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor’s surety, if any, seven days’ written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety:

.1 Take possession of the site and of all plans, files, electronic records or information, materials, equipment, tools, and construction equipment and machinery thereon owned or leased by or in the control of the Contractor;

.2 Take assignment of subcontracts pursuant to Section 11.5;

.3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor reasonable documentation of the costs incurred by the Owner in finishing the Work; and

.4 Require Contractor to provide to Owner within seven days of notice of termination, a complete summary and recap of all contracts and agreements with subcontractors, suppliers, materialmen, consultants, independent contractors and any other entity with which Contractor has contracted in connection with the Project (collectively the “Contractor’s Subcontractors”). The recap shall set out the following information for each of the Contractor’s Subcontractors: (i) initial contract amount, (ii) a list of all approved change orders, (iii) a list of all pending change orders and a description thereof, (iv) a list of the billings by each of Contractor’s Subcontractors and a list of payments; (v) a list of the amounts billed on each change order, and a list of payments and such other information and documentation as the Owner or Architect may, in their discretion, require; (vi) a list of all applicable offsets or backcharges. The required summary and recap shall be certified as correct by an officer of Contractor. Along with the recap, Contractor shall deliver all invoices, evidences of payment, subcontracts, change orders and agreements.

Upon receipt of notification of termination, Contractor shall not remove any of the property described in Section 20.2.2 and will take all necessary action not to interfere with Owner’s rights upon termination. Contractor acknowledges that his failure to comply with the requirements of Sections 20.2.2 and 20.2.3 will entitle Owner to equitable relief, including a mandatory injunction to compel Contractor’s performance. § 20.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 20.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 20.2.4 Upon final completion, Architect shall determine the reasonable cost of completion of the Work, which determination shall be final and conclusive. Architect shall issue a change order, to be executed by Owner and Architect only. Agreement by Contractor to the cost of completion will not be required. Additional charges and Claims by the other co-prime Contractors for delay, impact or acceleration which have not previously been addressed by change order shall be charged against Contractor’s Contract balance. If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect’s services and expenses made necessary thereby, liquidated damages and other recoverable damages incurred by the Owner, as well as costs, and expenses incurred (including reasonable attorneys’ fees arising from termination and defending any claim brought by Contractor or others), such excess shall be paid to the Contractor. If such costs, expenses and damages exceed the unpaid balance (as adjusted), the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall survive termination of the Contract or Contractor’s performance. § 20.2.5 Upon termination, Owner shall not be obligated to rebid the Work and may have the Work completed in such manner as Owner deems appropriate, including cost of the Work plus a fee. Owner is entitled to select the replacement contractor which selection shall not be based solely upon the basis of the fee proposed or total cost of completion, but shall also consider the replacement Contractor’s ability to perform the Work in a quality manner and complete the Project in an expeditious manner. § 20.3 SUSPENSION BY THE OWNER FOR CONVENIENCE § 20.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 20.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 20.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent






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.1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or

.2 that an equitable adjustment is made or denied under another provision of the Contract. § 20.4 TERMINATION BY THE OWNER FOR CONVENIENCE § 20.4.1 The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause. § 20.4.2 Upon receipt of written notice from the Owner of such termination for the Owner’s convenience, the Contractor shall

.1 cease operations as directed by the Owner in the notice;

.2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and

.3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.

§ 20.4.3 Upon such termination, the Contractor shall recover, as its sole remedy, payment for Work properly performed in connection with the terminated portion of the Work prior to the effective date of termination, for items properly and timely fabricated off the Project site, delivered and stored in accordance with the Owner’s instructions, and for reasonable cost of demobilization. The Contractor hereby waives and forfeits all other claims for payment and damages, including, without limitation, anticipated profits. The Owner shall be credited for (i) payments previously made to the Contractor for the terminated portion of the Work, (ii) claims that the Owner or other Contractors have against the Contractor under the Contract, and (iii) the value of the materials, supplies, equipment, or other items that are to be disposed of by the Contractor that are part of the Contract Sum. § 20.4.4 Upon termination by Owner under this Section, Contractor shall submit a final payment application for (a) all reasonable costs and direct jobsite expenses incurred through the date of termination; (b) reasonable direct jobsite costs incurred in connection with demobilization, restocking and securing the site; (c) a reasonable rental for Contractor’s equipment, tools, construction equipment and machinery retained by Owner at termination, which will be returned to Contractor on or before final completion; (d) retainage earned as of the date of termination; and (e) the percentage of overhead and profit earned to date based upon the percentage of completion of Contractor’s Work as of the date of termination as determined by Architect and Owner. Owner shall withhold such amounts as the Architect and/or Owner deem appropriate for such matters as pending claims or defective work or as otherwise allowed by the Contract Documents. § 20.4.5 Contractor will include in each of its subcontracts and purchase order, a provision which allows termination for convenience on the same terms as set forth above. § 20.5 Termination of the contract by Owner will not excuse Contractor or its surety for compliance of the Work performed prior to the date of termination with the Contract Documents. § 20.6 In the event that Owner purports to terminate this Agreement for cause and it is subsequently determined that no grounds for termination for cause exist, such termination shall be deemed a termination by Owner for convenience, and the provisions of Article 14.4 shall be applicable. ARTICLE 21 CLAIMS AND DISPUTES § 21.1 CLAIMS § 21.1.1 DEFINITION A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of Contract terms, payment of money, extension of time, or other relief with respect to the terms of the Contract. The term “Claim” also includes other disputes and matters in question between the Owner and Contractor, the Contractor and Architect, or the Contractor and other Contractors, arising out of or relating to the Contract. Claims must be initiated by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim. § 21.1.2 NOTICE OF CLAIMS § 21.1.2.1 Notice of claim by Contractor must be made within seven (7) days after occurrence of the event giving rise to such Claim or within seven (7) days after the Contractor first recognizes (or should have recognized) the condition giving rise to the Claim, whichever is later. Notice of claim must be made in writing.






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§ 21.1.2.2 Time is of the essence with respect to providing notice and filing claims by Contractor. The initial notice of claim filed in writing shall provide notice of the event giving rise to the claim with sufficient detail to allow Architect, Owner to investigate such claim. The initial notice of claim filed by Contractor shall also include Contractor’s best estimate of the additional cost and impact on the schedule. A final claim shall be filed by Contractor within twenty-one (21) days from completion of the additional work involved in the claim. Such final claim shall be fully documented with support for all costs claimed and shall include an updated schedule showing the effect on the time for completion. Failure of Contractor to strictly comply with this procedure shall constitute a waiver and release of such claim. Any claim shall represent the entire claim for that event, and no additional claims for impact, delay, or cumulative effect shall be made by the Contractor. § 21.1.3 CONTINUING CONTRACT PERFORMANCE If the Contractor believes that any action or directive of the Owner or Architect entitles Contractor to make Claim for an increase in the Contract Sum or Contract Time, written notice as provided herein shall be given and written authorization from Owner to proceed shall be received before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property. Pending final resolution of a Claim, except as otherwise agreed in writing, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents for work and/or claims for Payment not disputed by Owner. § 21.1.4 CLAIMS FOR ADDITIONAL COST § 21.1.4.1 Against Owner:

.1 If the Contractor believes additional cost is involved for reasons attributable to Owner including, but not limited to (1) an order by the Owner to stop the Work where the Contractor was not at fault, (2) failure of payment by the Owner, (3) termination of the Contract by the Owner, (4) Owner’s suspension of the Work, (5) failure of the Owner or Architect to make a decision or act, or (6) other reasonable grounds for which Owner is responsible. Contractor shall notify Architect and Owner within five (5) days of the actions or inactions.

.2 Owner’s exercise of any of its rights pertaining to changes, regardless of the extent or number of

such changes, or Owner’s exercise of any of its remedies of suspension of the Work, or requirement of correction or re-execution of any defective Work shall not under any circumstances to be construed as interference with Contractor’s performance of the Work.

§ 21.1.4.2 Against Architect: If the Contractor believes that additional cost or delay is involved as a result of the actions, failure to act, errors or omissions of the Architect, for which Contractor claims Architect is responsible including, (1) failure to correct incomplete or ambiguous plans and specifications in a timely manner, (2) failure to respond in a timely manner to requests made by Contractor, (3) improper administration of the Contract, or (4) other reasonable cause, Contractor shall notify Owner and Architect within five (5) days of the date of the actions or inactions of the Architect or the date the errors and omissions in the plans and specifications are discovered. § 21.1.4.3 Owner’s and Architect’s Rights to Cure:

.1 Contractor shall notify Owner, Program Manager and Architect in writing as early as possible in advance of when decisions or actions are required from Owner or Architect, so as not to delay Contractor’s Work.

.2 Should Contractor be delayed in performance of the Work by Owner or Architect, Contractor shall

deliver to Owner and Architect a written notice of such delay within five (5) days of the commencement of such delay. Time is of the essence with respect to notice of delay and the scheduled completion date herein established.

.3 If Owner and/or Architect removes the cause of delay attributable to Owner and/or Architect

within five (5) days from the receipt of such notice, Contractor shall not be entitled to additional compensation or an extension of time. If Owner and/or Architect fails to remove the cause of such






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delay within five (5) days from receipt of such notice, Contractor may, subject to the requirements and limitations imposed by the Contract Documents, make a claim for additional compensation as provided in Article 15 and request an extension of time for the period of delay as provided herein. Failure of Contractor to adhere strictly to the requirements of this subparagraph shall constitute a waiver of Contractor’s claim for extra compensation and an extension of time.

§ 21.1.5 CLAIMS FOR ADDITIONAL TIME § 21.1.5.1 If the Contractor wishes to obtain an increase in the Contract Time, a Claim should be submitted in strict compliance with Section 21.1.2 and the other applicable requirements of Article 21. Contractor’s Claim for delay must be supported by a critical path analysis which shows to the satisfaction of the Architect and Owner that the delay involved was to a critical party activity (or activities), was not caused or materially contributed to in whole or part by Contractor (or anyone for which Contractor is responsible) or any other Prime Contractor, and results in a delay to Substantial Completion of the Work. Contractor will not be entitled to an extension of time or any damages for delay where there is concurrent delay for which a Prime Contractor or Contractor (or anyone for which Contractor is responsible) is responsible in whole or part. Contractor’s claim for additional compensation for delay shall be limited to reasonable actual, additional direct costs incurred at the job site without mark-up for overhead and profit. No consequential damages or home-office overhead or expenses shall be recoverable. § 21.1.5.2 If abnormal, adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the critical path of construction. Claims for extension of Contract Time for delays and excessive inclement weather (adverse weather) delay days shall be deemed to be satisfied by the Owner granting an extension of time only and do not entitle the Contractor to reimbursement for extended overhead or direct field supervision or other costs.

§ 21.2 MEDIATION § 21.2.1 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section 21.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 21.2.2 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. ARTICLE 22 NON-DISCRIMINATION § 22.1 The non-discrimination clause contained in Section 202 (Federal) Executive Order 11246, as amended by Executive Order 11375, relative to equal employment opportunity for all persons without regard to race, color, religion, sex or national origin, and the implementing rules and regulations prescribed by the secretary of Labor, are incorporated herein. § 22.2 The Contractor agrees not to discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant is qualified. The contractor agrees to take affirmative action to employ, advance in employment and otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicap in all employment.






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This Agreement entered into as of the day and year first written above.

OWNER (Signature) CONTRACTOR (Signature)

« »« » « »« »

(Printed name and title) (Printed name and title)

[Contractor's Name]

HUB Participation Report

[Project Name ]

*Report should include ALL SUBS regardless if MWBE or non MWBE.

Scope

$ % $ % $ % $ % $ % $ %

ACME Electrical Electrical $500,000.00 60,000 12.00% 60,000.00 12.00% A C

Total Subcontract Work

HUB Contract

Amount

Affidavit

A or B

Affidavit C,

D, or NAHUB %Trade Contractor Contract Amount

HUB Participation $ / %

African American (B) Hispanic (H) Asian (A) Native American (AI)

Socially &

Economically

Disadvantaged (SE)

White Female (WF)

1 of 1 7/13/2016

Submittal Transmittal Form Section 00 62 11

1 of 1

NATHANAEL GREENE ELEM. SCHOOL DOOR REPLACEMENT

To: Date: _____/_____/____

Attn:

From: Phone: ( )

Submitter: Phone: ( )

Product: Section:

Manufacturer: Phone: ( )

Architectural Dwg. #: Detail Ref:

Contractor’s Remarks:

Number of Copies: Submittal No.:

Product Substitution (*Yes/No): _________ * If yes, has Substitution Request Form been submitted and approved?

Product Substitution Form (Circle one): (Attached) (Previously Submitted & Approved)

PAY APPLICATION COVER SHEET Section 00 62 76

PAY APPLICATION COVER SHEET

Contractor: Project: Period covered:

Sales Tax Form: Tax form and summary included: yes (initials)______ value of taxes paid: _____________

Affidavit related to payment: The contractor warrants that title to all work and materials covered by an application for payment will pass to the owner no later than the time of the application for payment. The fact that retainage may be withheld shall not affect or limit owner’s title to the work or material. The contractor further warrants that upon submittal of an application for payment all work for which certificates for payment have been previously issued and payments received from the owner shall, to the best of the contractors knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the contractor, subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials, and equipment relating to the work. Signed: _______________________ Contractor: ____________________

Claims certification: This constitutes a certification that there are no claims by contractor for which owner and architect has not received written notice as required in the Guilford County Schools General Conditions of the Contract; that there have been no written claims submitted to the contractor at the date of such application for payment; and that all due and payable bills with respect to the work have been paid to date or shall be paid from the proceeds of such application for payment. Unresolved claims are listed below. Claims not submitted in compliance with the contract documents are null and void. Signed: ______________________ Contractor: ___________________ Unresolved claims: Month and number _____/______ Claim: (Type unresolved claims in this space.)

�

MBE payment certification:

Appendix E – “Documentation for Contract Payments” for all MBE contractors, subcontractors and vendors is attached and accurate. Total Payments to be made to MBE this month $_______________ (________________________) State of : ____________ County of : _____________ Subscribed and sworn to before me this ________day of _______, 20__ Notary Public ______________________ My commission expires: _____, 20__ Seal:

Section 00825

GUILFORD COUNTY SCHOOLS Section 00 62 76.13 COUNTY SALES AND USE TAX REPORT

SUMMARY TOTALS AND CERTIFICATION APPENDIX A

CONTRACTOR: Page ______ of ______

PROJECT: FOR PERIOD:

TOTAL FOR COUNTY OF:






TOTAL ALL

COUNTIES

CONTRACTOR

SUBCONTRACTOR(S)*

COUNTY TOTAL

• Attach subcontractor(s) report(s) ** Must balance with Detail Sheet(s) I certify that the above figures do not include any tax paid on supplies, tools and equipment which were used to perform this contract and only includes those building materials, supplies, fixtures and equipment which actually became a part of or annexed to the building or structure. I certify that, to the best of my knowledge, the information provided here is true, correct, and complete. Sworn to and subscribed before me, This the _______ day of _________________, 19____

Signed

Notary Public

My Commission Expires: Print or Type Name of Above

Seal NOTE: This certified statement may be subject to audit

Section 00825

STATE OF NORTH CAROLINA Section 00 62 76.13 SALES AND USE TAX REPORT DETAIL

APPENDIX A CONTRACTOR: Page ______ of ______

SUBCONTRACTOR FOR PERIOD:

PROJECT:

PURCHASE DATE

VENDOR NAME

INVOICE NUMBER

TYPE OF PROPERTY

INVOICE TOTAL

COUNTY TAX PAID

COUNTY OF SALE *

$ $

TOTAL: $

* If this is an out-of-state vendor, the County of Sale should be the county to which the merchandise was shipped.

REQUEST FOR CLARIFICATION Section 00 63 19

ROBBINS ARCHITECTURE, PA

336-454-6753

Date:

Project:

From: Name:

Company:

Phone:

Fax:

Specification Section: Drawing Sheet:

Subject:

Question (attach extra pages if necessary):

Response shall be limited to the direction of bidders to where in the documents they can find an

answer to their question. No modified or new or additional information is to be provided by this

document. Changes to the documents and clarifications shall be made by issuance of an Addendum.

Response By: Date:

Note: To comply with the specified requirement for written requests for clarification, all questions are

required be addressed to the Architect in writing. To further improve the processing of questions and

issuance of Addenda, all bid questions and/or questions concerning the bid documents are to be submitted

on this form, by fax or e-mail. A response other than directing the bidder to the information already

contained in the documents shall be addressed by addendum. This form and all responses, returned on

this form are not to be considered an addendum to the contract documents.

Substitution Request Form Section 00 63 25

1 of 3

Date:


2717 NC HIGHWAY 62 EAST, LIBERTY, NC 27298

Architect:

Contractor:

CONTRACTOR’S REQUEST, WITH SUPPORTING DATA:

1. Section of the Specifications to which this request applies:

______ Product data for proposed substitution is attached (description of product,

reference standards, performance and test data).

______ Sample is attached

______ Sample will be sent if requested by Architect

2. Itemized comparison of proposed substitution with product specified.

Original Product Substitution

Name, Brand:

Catalog Number:

Manufacturer:

Significant Variations:

3. Unit costs of original product and proposed substitution

Original Product: $ per

Substitution: $ per

a) State whether cost is for: Material Only or Material Installed


2 of 3

4. Proposed change in Contract Sum:

Credit to Owner: $

Additional Cost to Owner: $

5. Proposed Change in Contract Time:

Reduce/Increase Contract Time by days.

6. Effect of the proposed substitution on other parts of the Work, or on other contracts:

7. Reason for requesting substitution:


3 of 3

CONTRACTOR’S STATEMENT OF CONFORMANCE OF PROPOSED SUBSTITUTION TO CONTRACT

REQUIREMENTS:

We have investigated the proposed substitution and:

1. Believe that it is equal or superior in all respects to the originally specified product, except as stated in

#2 above.

2. Shall provide the same warranty as required in General Conditions.

3. Shall provide the same special warranty or guaranty as specified.

4. Have included all cost data and cost implications of the proposed substitutions.

5. Shall pay review, redesign and special inspection costs caused by the use of this product.

6. Shall pay additional costs to other contractors caused by the substitution.

7. Shall coordinate the incorporation of the proposed substitution in the Work.

8. Shall modify other parts of the Work as may be needed to make all parts of the Work complete and

functioning.

9. Waive future claims for added cost to Contractor caused by the proposed substitution.

Contractor (Signature): Date:

ARCHITECT’S REVIEW AND ACTION:

_____ Rejected

_____ Provide more information in the following categories. Resubmit.

_____ Sign contractor’s Statement of Conformance. Resubmit.

_____ The Proposed substitution is approved, with the following conditions:

The following changes will be made by Change Order number: Addition/Deduction from the Contract Sum: $ Addition/Deduction from the Contract Time: Days

Date

PM Initials

DOC Initials

Project Name Reference: (RFI, RFP, ASI, BD)

PROPOSAL #: CONTRACT:

CONTRACTOR: CONTRACTOR #:

DESCRIPTION OF CHANGE:

Materials (Attach list with qty, item, unit mh, total mh, OT mh, Total $)

1 Total direct cost of materials -$

2 Sales Tax 6.75% -$

3 Shipping and transportation -$

4 Overhead and Profit on Items 1-3 -$ (10% maximum). (Includes small tools & consumables)

Materials Subtotal -$

Labor (include time sheets if requested)

5 Total man-hours: 0 @ 0 -$

6 Payroll taxes and insurance@ 0% -$ (40% maximum)

7 Overhead and Profit on Items 5 & 6 -$

Labor Subtotal -$

Equipment Rental (includes quotes and pick-up / delivery tickets)

8 Equipment Rental -$

9 Overhead and Profit on Item 8 -$ (10%maximum)

Equipment Rental Subtotal -$

Subcontractors (includes quotes with material and equipment backup)

10 Subcontractors -$

11 Overhead and Profit on Item 10 -$ (5% maximum)

Subcontractor Subtotal -$

Subtotal of Proposal -$

12 Bonds (___%of subtotal proposal) 0% -$ (2% maximum)

TOTAL OF CHANGE PROPOSAL -$

Time Extension Request days Schedule Activity # Affected Schedule Date:

Contractor's Signature: Date:

Architect's Signature: Date:

Owner's Signature: Date:

Note: Subcontractors must also fill out this form for all requested change orders.

Change Order Request Form Section 00 63 57

DATE: ____________________

(10% maximum). (O&P includes supervisor's time).

1

Contractor’s General Warranty Section 00 65 23

1 of 1


Date:

Project:

Contract: ______________________________

Address:

The undersigned Contractor hereby warrants, in accordance with the applicable provisions and terms set forth in the Contract Documents, all materials and workmanship incorporated in the _________________________ contract of the _____________ _____________________________________School, _______________________________________, Guilford County, North Carolina, against any and all defects due to faulty materials or workmanship or negligence for a period of twelve (12) months, or such longer periods as set forth in the Contract Documents, from the effective date of this warranty ( ________________) as defined by the date of substantial completion . This warranty supercedes any and all dates listed in the enclosed subcontractor warranties thus honoring warranty work one year from the date of substantial completion listed here. This contractor further warrants all work incorporated in this project to remain leak proof and watertight at all points for a period of twenty-four (24) months from the effective date of this Warranty. This Warranty shall be binding where defects occur due to normal usage conditions and does not cover willful or malicious damage, damage caused by acts of God or other casualties beyond the control of the Contractor. This Warranty shall be in accordance to other warranties and guarantees set forth in the Contract Documents, and shall not act to constitute a waiver of additional protection of the Owner afforded, where applicable, by consumer protection and product liability provisions of law, and these stipulations shall not constitute waiver of any additional rights or remedies available to the Owner under the law.

Date of Substantial Completion: _____________________

________________________________ (General Contractor)

By _____________________________ Title ____________________________ Address ________________________ _______________________________ Subscribed and sworn before me this _______________________________ __________day of __________, 20___ License # ______________________ _______________________________ (Notary Public) Fed ID # _______________________ (Corporate Seal)

Certificate of Non Use of Asbestos-containing

Products Section 00 65 73

Asbestos Certificate, last edited 1-21-04 1 of 1 [Insert File Path]


Date:

Project:

Address:

I here by certify that to the best of my knowledge the products and materials incorporated into the

above referenced project are free of asbestos and asbestos-containing materials.

Company: (Name of Firm of Corporation making certification)

Represented By: (Person authorized to sign)

Title: (Owner/Partner/Pres./V. Pres.)

Address:

License Number:

Federal ID Number:

Attest:

By:

Title:

AIA®


General Conditions of the Contract for Construction

AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The

American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International

Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal

penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:39:10 on

05/19/2009 under Order No.1000381575_1 which expires on 12/12/2009, and is not for resale.

User Notes: (1489470258)

1














reviewed.


legal consequences.




or modification.







this document.

for the following PROJECT: (Name and location or address)

GCS - Base THE OWNER: (Name and address)

THE ARCHITECT: (Name and address)

THE CONTRACTOR: (Name and address)









User Notes: (1489470258)

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TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY

SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE

CONTRACT 15 CLAIMS AND DISPUTES 16 NON-DISCRIMINATION 17 COORDINATION 18 DAMAGES






User Notes: (1489470258)

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INDEX (Numbers and Topics in Bold are Section Headings)

Acceptance of Nonconforming Work 9.6.6, 9.9.3, 12.3

Acceptance of Work 9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3

Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 10 Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 10.2.8, 13.4.2, 13.7.1, 14.1, 15.2 Addenda 1.1.1, 3.11.1 Additional Costs, Claims for 3.7.4, 3.7.5, 6.1.1, 7.3.7.5, 10.3, 15.1.4

Additional Inspections and Testing 9.4.2, 9.8.3, 12.2.1, 13.5

Additional Insured 11.1.4 Additional Time, Claims for

3.2.4, 3.7.4, 3.7.5, 3.10.2, 8.3.2, 15.1.5

Administration of the Contract 3.1.3, 4.2, 9.4, 9.5 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13

Allowances

3.8, 7.3.8 All-risk Insurance 11.3.1, 11.3.1.1

Applications for Payment 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.10, 11.1.3 Approvals 2.1.1, 2.2.2, 2.4, 3.1.3, 3.10.2, 3.12.8, 3.12.9, 3.12.10, 4.2.7, 9.3.2, 13.5.1

Arbitration

8.3.1, 11.3.10, 13.1.1, 15.3.2, 15.4

ARCHITECT

4 Architect, Definition of 4.1.1

Architect, Extent of Authority 2.4.1, 3.12.7, 4.1, 4.2, 5.2, 6.3.1, 7.1.2, 7.3.7, 7.4, 9.2.1, 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4, 15.1.3, 15.2.1 Architect, Limitations of Authority and Responsibility 2.1.1, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5.2.1, 7.4.1, 9.4.2, 9.5.3, 9.6.4, 15.1.3, 15.2

Architect’s Additional Services and Expenses 2.4.1, 11.3.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4 Architect’s Administration of the Contract 3.1.3, 4.2, 3.7.4, 15.2, 9.4.1, 9.5 Architect’s Approvals 2.4.1, 3.1.3, 3.5.1, 3.10.2, 4.2.7 Architect’s Authority to Reject Work 3.5.1, 4.2.6, 12.1.2, 12.2.1 Architect’s Copyright 1.1.7, 1.5 Architect’s Decisions 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 6.3.1, 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2.1, 9.4.1, 9.5, 9.8.4, 9.9.1, 13.5.2, 15.2, 15.3 Architect’s Inspections 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5 Architect’s Instructions 3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.5.2 Architect’s Interpretations 4.2.11, 4.2.12 Architect’s Project Representative 4.2.10 Architect’s Relationship with Contractor 1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5.1, 3.7.4, 3.7.5, 3.9.2, 3.9.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.4.2, 13.5, 15.2 Architect’s Relationship with Subcontractors 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3.7 Architect’s Representations 9.4.2, 9.5.1, 9.10.1 Architect’s Site Visits 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 Asbestos 10.3.1 Attorneys’ Fees 3.18.1, 9.10.2, 10.3.3 Award of Separate Contracts 6.1.1, 6.1.2

Award of Subcontracts and Other Contracts for

Portions of the Work

5.2

Basic Definitions

1.1 Bidding Requirements 1.1.1, 5.2.1, 11.4.1 Binding Dispute Resolution 9.7.1, 11.3.9, 11.3.10, 13.1.1, 15.2.5, 15.2.6.1, 15.3.1, 15.3.2, 15.4.1

Boiler and Machinery Insurance

11.3.2 Bonds, Lien 7.3.7.4, 9.10.2, 9.10.3

Bonds, Performance, and Payment

7.3.7.4, 9.6.7, 9.10.3, 11.3.9, 11.4






User Notes: (1489470258)

4

Building Permit 3.7.1

Capitalization

1.3

Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5

Certificates for Payment 4.2.1, 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.3 Certificates of Inspection, Testing or Approval 13.5.4 Certificates of Insurance 9.10.2, 11.1.3

Change Orders

1.1.1, 2.4.1, 3.4.2, 3.7.4, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8, 5.2.3, 7.1.2, 7.1.3, 7.2, 7.3.2, 7.3.6, 7.3.9, 7.3.10, 8.3.1, 9.3.1.1, 9.10.3, 10.3.2, 11.3.1.2, 11.3.4, 11.3.9, 12.1.2, 15.1.3 Change Orders, Definition of

7.2.1

CHANGES IN THE WORK

2.2.1, 3.11, 4.2.8, 7, 7.2.1, 7.3.1, 7.4, 7.4.1, 8.3.1, 9.3.1.1, 11.3.9 Claims, Definition of 15.1.1

CLAIMS AND DISPUTES 3.2.4, 6.1.1, 6.3.1, 7.3.9, 9.3.3, 9.10.4, 10.3.3, 15, 15.4 Claims and Timely Assertion of Claims 15.4.1 Claims for Additional Cost

3.2.4, 3.7.4, 6.1.1, 7.3.9, 10.3.2, 15.1.4

Claims for Additional Time

3.2.4, 3.7.46.1.1, 8.3.2, 10.3.2, 15.1.5

Concealed or Unknown Conditions, Claims for

3.7.4 Claims for Damages 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 Claims Subject to Arbitration 15.3.1, 15.4.1 Cleaning Up

3.15, 6.3 Commencement of the Work, Conditions Relating to 2.2.1, 3.2.2, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 5.2.1, 5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.3.1, 11.3.6, 11.4.1, 15.1.4 Commencement of the Work, Definition of

8.1.2

Communications Facilitating Contract

Administration 3.9.1, 4.2.4

Completion, Conditions Relating to 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1, 9.10, 12.2, 13.7, 14.1.2

COMPLETION, PAYMENTS AND

9

Completion, Substantial 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 13.7 Compliance with Laws 1.6.1, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 10.2.2, 11.1, 11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Contract 1.1.1, 6.1.1, 6.1.4 Consent, Written 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.3.1, 13.2, 13.4.2, 15.4.4.2

Consolidation or Joinder

15.4.4

CONSTRUCTION BY OWNER OR BY

SEPARATE CONTRACTORS 1.1.4, 6

Construction Change Directive, Definition of

7.3.1

Construction Change Directives

1.1.1, 3.4.2, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3, 9.3.1.1 Construction Schedules, Contractor’s 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2

Contingent Assignment of Subcontracts 5.4, 14.2.2.2

Continuing Contract Performance

15.1.3 Contract, Definition of

1.1.2

CONTRACT, TERMINATION OR

SUSPENSION OF THE 5.4.1.1, 11.3.9, 14

Contract Administration 3.1.3, 4, 9.4, 9.5 Contract Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.3.6, 11.4.1

Contract Documents, The

1.1.1

Contract Documents, Copies Furnished and Use of 1.5.2, 2.2.5, 5.3 Contract Documents, Definition of

1.1.1

Contract Sum 3.7.4, 3.8, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.3.1, 14.2.4, 14.3.2, 15.1.4, 15.2.5 Contract Sum, Definition of

9.1 Contract Time 3.7.4, 3.7.5, 3.10.2, 5.2.3, 7.2.1.3, 7.3.1, 7.3.5, 7.4, 8.1.1, 8.2.1, 8.3.1, 9.5.1, 9.7.1, 10.3.2, 12.1.1, 14.3.2, 15.1.5.1, 15.2.5






User Notes: (1489470258)

5

Contract Time, Definition of

8.1.1

CONTRACTOR

3

Contractor, Definition of

3.1, 6.1.2

Contractor’s Construction Schedules 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Contractor’s Employees 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1, 11.3.7, 14.1, 14.2.1.1,

Contractor’s Liability Insurance

11.1

Contractor’s Relationship with Separate Contractors and Owner’s Forces 3.12.5, 3.14.2, 4.2.4, 6, 11.3.7, 12.1.2, 12.2.4 Contractor’s Relationship with Subcontractors 1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2, 11.3.1.2, 11.3.7, 11.3.8 Contractor’s Relationship with the Architect 1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5.1, 3.7.4, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.3, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.5, 15.1.2, 15.2.1 Contractor’s Representations 3.2.1, 3.2.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2 Contractor’s Responsibility for Those Performing the Work 3.3.2, 3.18, 5.3.1, 6.1.3, 6.2, 9.5.1, 10.2.8 Contractor’s Review of Contract Documents 3.2 Contractor’s Right to Stop the Work 9.7 Contractor’s Right to Terminate the Contract 14.1, 15.1.6 Contractor’s Submittals 3.10, 3.11, 3.12.4, 4.2.7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.4.2 Contractor’s Superintendent 3.9, 10.2.6 Contractor’s Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.5, 7.3.7, 8.2, 10, 12, 14, 15.1.3 Contractual Liability Insurance 11.1.1.8, 11.2 Coordination and Correlation 1.2, 3.2.1, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1 Copies Furnished of Drawings and Specifications 1.5, 2.2.5, 3.11 Copyrights 1.5, 3.17

Correction of Work 2.3, 2.4, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2

Correlation and Intent of the Contract Documents

1.2

Cost, Definition of

7.3.7 Costs 2.4.1, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.7, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6, 11.3, 12.1.2, 12.2.1, 12.2.4, 13.5, 14

Cutting and Patching 3.14, 6.2.5 Damage to Construction of Owner or Separate Contractors 3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 11.1.1, 11.3, 12.2.4 Damage to the Work 3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.4.1, 11.3.1, 12.2.4 Damages, Claims for 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 Damages for Delay 6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2 Date of Commencement of the Work, Definition of

8.1.2

Date of Substantial Completion, Definition of

8.1.3

Day, Definition of 8.1.4

Decisions of the Architect 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 15.2, 6.3, 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2.1, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4, 15.1, 15.2

Decisions to Withhold Certification 9.4.1, 9.5, 9.7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.3.1, 2.4.1, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Defective Work, Definition of

3.5.1 Definitions 1.1, 2.1.1, 3.1.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 15.1.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1

Delays and Extensions of Time 3.2., 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 8.3, 9.5.1, 9.7.1, 10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 Disputes 6.3.1, 7.3.9, 15.1, 15.2

Documents and Samples at the Site

3.11 Drawings, Definition of

1.1.5

Drawings and Specifications, Use and Ownership of 3.11 Effective Date of Insurance 8.2.2, 11.1.2

Emergencies 10.4, 14.1.1.2, 15.1.4






User Notes: (1489470258)

6

Employees, Contractor’s 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3.3, 11.1.1, 11.3.7, 14.1, 14.2.1.1 Equipment, Labor, Materials or 1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13.1, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3.1, 3.4.1, 3.5.1, 3.7.1, 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.5, 8.2, 9.5.1, 9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3.1, 15.1.3 Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4.1, 9.5.1, 9.7.1, 10.3.2, 10.4.1, 14.3, 15.1.5, 15.2.5

Failure of Payment

9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Faulty Work (See Defective or Nonconforming Work)

Final Completion and Final Payment 4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.3.1, 11.3.5, 12.3.1, 14.2.4, 14.4.3 Financial Arrangements, Owner’s 2.2.1, 13.2.2, 14.1.1.4 Fire and Extended Coverage Insurance 11.3.1.1

GENERAL PROVISIONS

1

Governing Law

13.1

Guarantees (See Warranty) Hazardous Materials

10.2.4, 10.3

Identification of Subcontractors and Suppliers 5.2.1

Indemnification 3.17.1, 3.18, 9.10.2, 10.3.3, 10.3.5, 10.3.6, 11.3.1.2, 11.3.7

Information and Services Required of the Owner

2.1.2, 2.2, 3.2.2, 3.12.4, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4, 15.1.3 Initial Decision

15.2

Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker, Decisions 14.2.2, 14.2.4, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Initial Decision Maker, Extent of Authority 14.2.2, 14.2.4, 15.1.3, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5

Injury or Damage to Person or Property 10.2.8, 10.4.1 Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.5 Instructions to Bidders 1.1.1

Instructions to the Contractor 3.2.4, 3.3.1, 3.8.1, 5.2.1, 7, 8.2.2, 12, 13.5.2 Instruments of Service, Definition of

1.1.7

Insurance 3.18.1, 6.1.1, 7.3.7, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 11

Insurance, Boiler and Machinery

11.3.2

Insurance, Contractor’s Liability

11.1 Insurance, Effective Date of 8.2.2, 11.1.2 Insurance, Loss of Use

11.3.3

Insurance, Owner’s Liability

11.2

Insurance, Property 10.2.5, 11.3

Insurance, Stored Materials 9.3.2, 11.4.1.4

INSURANCE AND BONDS

11

Insurance Companies, Consent to Partial Occupancy 9.9.1, 11.4.1.5 Insurance Companies, Settlement with 11.4.10 Intent of the Contract Documents 1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4

Interest

13.6

Interpretation

1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15.1.1 Interpretations, Written 4.2.11, 4.2.12, 15.1.4 Judgment on Final Award 15.4.2

Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13.1, 4.1.1, 9.6.4, 9.9.1, 10.2.2, 11.1.1, 11.3, 13.1.1, 13.4, 13.5.1, 13.5.2, 13.6.1, 14, 15.2.8, 15.4 Liens 2.1.2, 9.3.3, 9.10.2, 9.10.4, 15.2.8 Limitations, Statutes of 12.2.5, 13.7, 15.4.1.1 Limitations of Liability 2.3.1, 3.2.2, 3.5.1, 3.12.10, 3.17.1, 3.18.1, 4.2.6, 4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 10.2.5, 10.3.3, 11.1.2, 11.2, 11.3.7, 12.2.5, 13.4.2 Limitations of Time 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 5.2, 5.3.1, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2.1, 9.3.1,






User Notes: (1489470258)

7

9.3.3, 9.4.1, 9.5, 9.6, 9.7.1, 9.8, 9.9, 9.10, 11.1.3, 11.3.1.5, 11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15

Loss of Use Insurance

11.3.3

Material Suppliers 1.5, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5

Materials, Hazardous 10.2.4, 10.3

Materials, Labor, Equipment and 1.1.3, 1.1.6, 1.5.1, 3.4.1, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13.1, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2 Mechanic’s Lien 2.1.2, 15.2.8

Mediation 8.3.1, 10.3.5, 10.3.6, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4.1

Minor Changes in the Work

1.1.1, 3.12.8, 4.2.8, 7.1, 7.4

MISCELLANEOUS PROVISIONS

13

Modifications, Definition of

1.1.1 Modifications to the Contract 1.1.1, 1.1.2, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7.1, 10.3.2, 11.3.1 Mutual Responsibility

6.2

Nonconforming Work, Acceptance of

9.6.6, 9.9.3, 12.3

Nonconforming Work, Rejection and Correction of 2.3.1, 2.4.1, 3.5.1, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Notice 2.2.1, 2.3.1, 2.4.1, 3.2.4, 3.3.1, 3.7.2, 3.12.9, 5.2.1, 9.7.1, 9.10, 10.2.2, 11.1.3, 11.4.6, 12.2.2.1, 13.3, 13.5.1, 13.5.2, 14.1, 14.2, 15.2.8, 15.4.1 Notice, Written

2.3.1, 2.4.1, 3.3.1, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 9.7.1, 9.10, 10.2.2, 10.3, 11.1.3, 11.3.6, 12.2.2.1, 13.3, 14, 15.2.8, 15.4.1

Notice of Claims

3.7.4, 4.5, 10.2.8, 15.1.2, 15.4 Notice of Testing and Inspections 13.5.1, 13.5.2 Observations, Contractor’s 3.2, 3.7.4 Occupancy 2.2.2, 9.6.6, 9.8, 11.3.1.5 Orders, Written 1.1.1, 2.3, 3.9.2, 7, 8.2.2, 11.3.9, 12.1, 12.2.2.1, 13.5.2, 14.3.1

OWNER

2 Owner, Definition of

2.1.1

Owner, Information and Services Required of the

2.1.2, 2.2, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.3, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4, 15.1.3 Owner’s Authority 1.5, 2.1.1, 2.3.1, 2.4.1, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.1.3, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3.1, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.3, 11.3.10, 12.2.2, 12.3.1, 13.2.2, 14.3, 14.4, 15.2.7 Owner’s Financial Capability 2.2.1, 13.2.2, 14.1.1.4

Owner’s Liability Insurance

11.2

Owner’s Loss of Use Insurance

11.3.3 Owner’s Relationship with Subcontractors 1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2

Owner’s Right to Carry Out the Work

2.4, 14.2.2 Owner’s Right to Clean Up

6.3

Owner’s Right to Perform Construction and to

Award Separate Contracts

6.1

Owner’s Right to Stop the Work

2.3

Owner’s Right to Suspend the Work 14.3 Owner’s Right to Terminate the Contract 14.2

Ownership and Use of Drawings, Specifications

and Other Instruments of Service 1.1.1, 1.1.6, 1.1.7, 1.5, 2.2.5, 3.2.2, 3.11.1, 3.17.1, 4.2.12, 5.3.1

Partial Occupancy or Use

9.6.6, 9.9, 11.3.1.5 Patching, Cutting and

3.14, 6.2.5 Patents 3.17

Payment, Applications for

4.2.5, 7.3.9, 9.2.1, 9.3, 9.4, 9.5, 9.6.3, 9.7.1, 9.8.5, 9.10.1, 14.2.3, 14.2.4, 14.4.3

Payment, Certificates for

4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4

Payment, Failure of 9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Payment, Final 4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5, 12.3.1, 13.7, 14.2.4, 14.4.3






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Payment Bond, Performance Bond and 7.3.7.4, 9.6.7, 9.10.3, 11.4.9, 11.4

Payments, Progress

9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3

PAYMENTS AND COMPLETION

9

Payments to Subcontractors 5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8, 14.2.1.2 PCB 10.3.1

Performance Bond and Payment Bond 7.3.7.4, 9.6.7, 9.10.3, 11.4.9, 11.4

Permits, Fees, Notices and Compliance with Laws

2.2.2, 3.7, 3.13, 7.3.7.4, 10.2.2

PERSONS AND PROPERTY, PROTECTION

OF

10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of

3.12.2

Product Data and Samples, Shop Drawings

3.11, 3.12, 4.2.7 Progress and Completion

4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.3

Progress Payments 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3 Project, Definition of the

1.1.4 Project Representatives 4.2.10

Property Insurance

10.2.5, 11.3

PROTECTION OF PERSONS AND PROPERTY

10 Regulations and Laws 1.5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14, 15.2.8, 15.4 Rejection of Work 3.5.1, 4.2.6, 12.2.1 Releases and Waivers of Liens 9.10.2 Representations 3.2.1, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.8.2, 9.10.1 Representatives 2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.2, 4.2.10, 5.1.1, 5.1.2, 13.2.1 Responsibility for Those Performing the Work 3.3.2, 3.18, 4.2.3, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10 Retainage 9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3

Review of Contract Documents and Field

Conditions by Contractor

3.2, 3.12.7, 6.1.3

Review of Contractor’s Submittals by Owner and Architect 3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12

Rights and Remedies 1.1.2, 2.3, 2.4, 3.5.1, 3.7.4, 3.15.2, 4.2.6, 4.5, 5.3, 5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, 14, 15.4

Royalties, Patents and Copyrights

3.17 Rules and Notices for Arbitration 15.4.1

Safety of Persons and Property

10.2, 10.4

Safety Precautions and Programs 3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.4 Samples, Definition of

3.12.3

Samples, Shop Drawings, Product Data and

3.11, 3.12, 4.2.7

Samples at the Site, Documents and

3.11

Schedule of Values

9.2, 9.3.1 Schedules, Construction 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2 Separate Contracts and Contractors 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 11.4.7, 12.1.2 Shop Drawings, Definition of

3.12.1

Shop Drawings, Product Data and Samples 3.11, 3.12, 4.2.7

Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2, 9.4.2, 9.10.1, 13.5 Site Visits, Architect’s 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 Special Inspections and Testing 4.2.6, 12.2.1, 13.5 Specifications, Definition of the

1.1.6

Specifications, The

1.1.1, 1.1.6, 1.2.2, 1.5, 3.11, 3.12.10, 3.17, 4.2.14 Statute of Limitations 13.7, 15.4.1.1 Stopping the Work 2.3, 9.7, 10.3, 14.1 Stored Materials 6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4 Subcontractor, Definition of

5.1.1

SUBCONTRACTORS

5






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Subcontractors, Work by 1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7

Subcontractual Relations

5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 11.4.7, 11.4.8, 14.1, 14.2.1 Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.7, 9.2, 9.3, 9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3 Submittal Schedule 3.10.2, 3.12.5, 4.2.7

Subrogation, Waivers of 6.1.1, 11.4.5, 11.3.7

Substantial Completion

4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 13.7 Substantial Completion, Definition of

9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of Architect 4.1.3 Substitutions of Materials 3.4.2, 3.5.1, 7.3.8 Sub-subcontractor, Definition of

5.1.2 Subsurface Conditions 3.7.4

Successors and Assigns

13.2

Superintendent

3.9, 10.2.6

Supervision and Construction Procedures

1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.7, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.3 Surety 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2, 15.2.7 Surety, Consent of 9.10.2, 9.10.3 Surveys 2.2.3 Suspension by the Owner for Convenience

14.3 Suspension of the Work 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 11.4.9, 14 Taxes

3.6, 3.8.2.1, 7.3.7.4

Termination by the Contractor

14.1, 15.1.6

Termination by the Owner for Cause 5.4.1.1, 14.2, 15.1.6

Termination by the Owner for Convenience

14.4

Termination of the Architect 4.1.3

Termination of the Contractor 14.2.2

TERMINATION OR SUSPENSION OF THE

CONTRACT

14

Tests and Inspections

3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 10.3.2, 11.4.1.1, 12.2.1, 13.5

TIME

8

Time, Delays and Extensions of

3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 8.3, 9.5.1, 9.7.1, 10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 Time Limits 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 4.4, 4.5, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, 13.7, 14, 15.1.2, 15.4

Time Limits on Claims 3.7.4, 10.2.8, 13.7, 15.1.2 Title to Work 9.3.2, 9.3.3

Transmission of Data in Digital Form

1.6

UNCOVERING AND CORRECTION OF

WORK

12

Uncovering of Work

12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 10.3 Unit Prices 7.3.3.2, 7.3.4 Use of Documents 1.1.1, 1.5, 2.2.5, 3.12.6, 5.3

Use of Site 3.13, 6.1.1, 6.2.1

Values, Schedule of

9.2, 9.3.1 Waiver of Claims by the Architect 13.4.2 Waiver of Claims by the Contractor 9.10.5, 11.4.7, 13.4.2, 15.1.6 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7, 12.2.2.1, 13.4.2, 14.2.4, 15.1.6 Waiver of Consequential Damages 14.2.4, 15.1.6 Waiver of Liens 9.10.2, 9.10.4

Waivers of Subrogation 6.1.1, 11.4.5, 11.3.7

Warranty 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7.1 Weather Delays 15.1.5.2






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Work, Definition of

1.1.3 Written Consent 1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2, 15.4.4.2 Written Interpretations 4.2.11, 4.2.12

Written Notice 2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3, 14, 15.4.1 Written Orders 1.1.1, 2.3, 3.9, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 14.3.1, 15.1.2






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ARTICLE 1 GENERAL PROVISIONS § 1.1 BASIC DEFINITIONS § 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract and the Contractor’s Assumptions and Qualifications. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor’s bid or proposal, or portions of Addenda relating to bidding requirements. § 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect’s consultants, (2) between the Owner and a Subcontractor or a Sub-subcontractor, (3) between the Owner and the Architect or the Architect’s consultants or (4) between any persons or entities other than the Owner and the Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect’s duties. § 1.1.3 THE WORK The term “Work” means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations. The Work may constitute the whole or a part of the Project. Except as specifically required in the Contract Documents, Contractor is not responsible for design of the Project. Without assuming the Architect’s design responsibilities, before proceeding with the work Contractor will acknowledge that Contractor has reviewed the Contract Documents and has found them to be adequate and sufficient to provide for completion of the Work, including Work which may be required for completion of the Work by Contractor in accordance with applicable laws, codes and professional standards. § 1.1.4 THE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by separate contractors. § 1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. § 1.1.6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.7 INSTRUMENTS OF SERVICE Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect’s consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.8 INITIAL DECISION MAKER The Architect shall be the Initial Decision Maker for purposes of the Agreement and shall render initial decisions on Claims in accordance with Section 15.2 and certify termination of the Agreement under Section 14.2.2. § 1.1.9 CONSTRUCTION MANAGER






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The Construction Manager is the Construction Manager at Risk engaged by the Owner to manage construction of the Project. As used herein, the term “Contractor” shall mean the Construction Manager. § 1.1.10 THE PROJECT MANUAL The Project Manual is a volume assembled for the Work which may include the bidding requirements and sample forms, Conditions of the Contract and Specifications. § 1.1.11 KNOWLEDGE The terms “knowledge,” “recognize,” and “discover,” their respective derivatives, and similar terms in the Contract Documents, as used in reference to the Contractor, shall be interpreted to mean that which the Contractor knows, recognizes, and discovers in exercising the care, skill, and diligence required by the Contract Documents. Analogously, the expression “reasonably inferable” and similar terms in the Contract Documents shall be interpreted to mean reasonably inferable by a contractor familiar with the Project and exercising the high level of care, skill and diligence required of the Contractor by good contracting practices of the Contract Documents. § 1.1.12 PROGRAM MANAGER Owner may retain an independent program manager (“Program Manager”) to assist Owner in connection with this and other Projects. Owner may also assign and delegate to Program Manager certain duties and obligations of the Owner and/or Architect, which assignment and delegation shall be in writing and shall specifically set forth the duties and authority of the Program Manager. Contractor shall cooperate with the Program Manager and shall promptly provide all information and data requested by the Program Manager in the form and format requested. Contractor shall also comply with written directives from Program Manager to Contractor, but only to the extent they are within the written authority provided by Owner to Program Manager. Program Manager does not have authority to amend the Contract or direct Contractor to perform in such manner as would result in an increase in Contract Sum or Contract Time. To the extent Contractor contends that any act, failure to act or direction by Program Manager entitles Contractor to an increase in the Contract Sum or Contract Time, it shall immediately provide written notice, including a detailed description of the basis for such contention, to Architect and Owner, requesting written directive as to how to proceed. § 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS

§ 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. All Work shall conform to the Contract Documents. No material change therefrom shall be made without prior written authorization by the Architect and Owner. Whenever there are discrepancies between Drawings, or between the Drawings and Specifications, or conflicts within the Specifications, Contractor shall immediately notify the Owner and the Architect in writing and obtain a resolution. Contractor is expected to furnish and install the better quality or greater quantity unless otherwise ordered in writing. Items shown on the Drawings and not mentioned in the Specifications shall be of like effect as if shown or mentioned in both. Should the Specifications and drawings fail to particularly describe a product or material shown to be used in any place, Contractor shall immediately notify Owner and Architect in writing and obtain a resolution. The Contractor is expected to furnish the product that would normally be used in this place to produce first quality finished Work subject to the Architect’s approval. If the Contractor believes that the Architect’s decision entitles the Contractor to a change order, Contractor shall proceed with a request for change order as provided in this Agreement. § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. Contractor represents that the Subcontractor’s manufacturers, and suppliers engaged or to be engaged by it are and will be familiar with the requirements for performance by them of their obligations. § 1.2.2.1 Dimensions indicated on the Drawings shall be followed. Do not scale Drawings. Conflicts, discrepancies, and omissions shall be promptly brought to the Architect’s attention when discovered by Contractor and, if possible, resolved prior to ordering or installing materials and equipment.






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§ 1.2.2.2 The Contractor shall provide critical clearances, tolerances, and dimensions as indicated on the Drawings. These critical dimensions are not optional. The Architect shall specifically identify on the drawings all critical clearances, tolerance and dimensions by clouding as “critical.” The Architect and Owner shall be advised immediately if existing conditions do not permit critical dimensions as shown. No consideration will be given any claim based on differences between the actual dimensions and those indicated on the Drawings. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.2.4 If there should be a conflict between two or more of the Contract Documents, the following order of interpretation shall apply: § 1.2.4.1 Where requirements specifically set forth in the Owner-Contractor’s Agreement are in conflict with other Contract Documents, the Owner-Contractor Agreement shall govern. § 1.2.4.2 Where there is a conflict between the requirements of the General Conditions of the Contract and the Supplementary General Conditions, the requirements of the General Conditions shall govern. The General Conditions of the Contract (as modified by the Supplementary General Conditions) shall take precedence over other Contract Documents except for the Owner-Contractor Agreement. § 1.2.4.3 Where there is a conflict between the Drawings and Specifications or a conflict within the Drawings or within the Specifications, the conflict shall be brought to the attention of the Architect for determination/resolution of the conflict. If the Contractor believes that the Architect’s decision entitles the Contractor to a change order, Contractor shall proceed with a request for change order as provided in this Agreement. § 1.3 CAPITALIZATION Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. § 1.4 INTERPRETATION In the interest of brevity the Contract Documents frequently omit modifying words such as “all” and “any” and articles such as “the” and “an,” but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE

§ 1.5.1 The Architect and the Architect’s consultants shall be deemed the authors of their respective Instruments of Service, including the Drawings and Specifications. § 1.5.2 All Drawings and Specifications prepared pursuant to this Agreement shall be jointly owned by Owner and Architect, provided, however, the rights of ownership shall be limited as follows:

.1 Owner may utilize the Drawings and Specifications with respect to construction, maintenance, repair and modification of the Project.

.2 Owner may utilize the Drawings and Specifications with respect to another project if (a) Owner

engages Architect to perform architectural services with respect thereto at a fee for the new project to be negotiated at that time, or (b) Owner engages another licensed architect with respect to said project, in which event Owner agrees to hold Architect harmless and indemnify Architect from any claims arising out of Owner’s subsequent use of said Drawings and Specifications, assuming compliance with all licensing statutes relating to architects.

.3 Architect may utilize any of the constituent parts of the Drawings and Specifications on any other

project.






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.4 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication and does not violate either parties’ rights under this Agreement.

§ 1.5.3 Except for the licenses granted in this Section 1.5, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall be at the Owner’s risk and without liability to the Architect and the Architect’s consultants. § 1.5.4 The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portion of the Drawings and Specifications and other documents prepared by the Architect and the Architect’s consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers may not use the Instruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Drawings and Specifications and other documents prepared by the Architect and the Architect’s consultants. § 1.5.5 Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect’s or Architect’s consultants’ reserved rights. § 1.6 TRANSMISSION OF DATA IN DIGITAL FORM If the parties intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions, unless otherwise already provided in the Agreement or the Contract Documents. ARTICLE 2 OWNER § 2.1 GENERAL

§ 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner’s approval or authorization. Contractor understands that certain changes to the contract as well as such matters as waiver of liquidated damages may require the action of the Guilford County Board of Education in order to bind the Owner as set forth in policies adopted from time to time by the Guilford County Board of Education. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term “Owner” means the Owner or the Owner’s authorized representative. § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 2.2.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, development or real estate, use or occupancy of permanent structures or for permanent changes in existing facilities. § 2.2.2 The Owner shall furnish surveys describing utilities locations and other information as to the physical characteristics of, and legal limitations of the Project site. Contractor shall confirm the accuracy of all such information furnished by Owner before beginning construction and shall notify Architect of any discrepancies discovered. Failure to do so shall constitute a waiver of any claim for any discrepancies in the materials furnished by Owner. Contractor shall excavate and dispose of each un-needed on-site utility and shall cap each off-site utility as required by the Work and as may be included in the Specifications. At Owner’s request, the Contractor shall make available to the Owner the results of any site investigation, test borings, analyses, studies or other tests conducted by or in possession of the Contractor or any of its agents. Such materials shall be for Owner’s information only and are not part of the Contract. The Contractor represents that, prior to commencement of the Work, it will become familiar with the Project site and will not begin Work until it has received all information it needs concerning the conditions of the Project site. The Contractor represents that it has inspected the location of






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the Work. The Contractor shall exercise special care in executing subsurface Work in proximity of known subsurface utilities, improvements and easements. § 2.2.3 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Contractor’s performance of the Work with reasonable promptness after receiving the Contractor’s written request for such information or services. § 2.2.4 The General Contractor will be furnished, free of charge, ten (10) copies of the Drawings and Specifications. Additional Plans and Specifications requested beyond the above limits will be mailed to the Contractors at the cost of reproduction, handling and mailing. Owner warrants Architect’s design, plans or specifications only to the extent that the design plans and specifications were prepared utilizing the ordinary standard of care required of design professionals in the Guilford County area for Projects of this type. § 2.3 OWNER’S RIGHT TO STOP THE WORK § 2.3.1 If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or fails to carry out Work in accordance with the Contract Documents, the Owner, without additional charge or penalty, by written order signed personally or by an agent specifically so empowered by the Owner in writing, may order the Contractor to stop that portion of the Work, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. This right shall be in addition to and not in restriction of Owner’s rights under Article 12.2. Such order of stoppage by the Owner shall not constitute grounds for delay, claim or Contract termination by the Contractor. § 2.4 OWNER’S RIGHT TO CARRY OUT THE WORK

§ 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents or fails to provide adequate manpower, material or resources and fails within a seven (7) day period after the date of written notice from the Owner to proceed to correct such default or neglect or to provide adequate manpower, material or resources, with diligence and promptness to the satisfaction of the Owner and the Architect, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies, or provide adequate manpower, material and resources (including supplement Contractor’s workforce). Owner may perform such Work in a manner it deems expedient and shall not be required to utilize the least expensive alternative. In such case an appropriate Change Order (which shall not require Contractor’s agreement or signature) shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, or providing adequate manpower, material and resources, including Owner’s expenses and compensation for the Architect’s additional services made necessary by such default, neglect or failure. Notwithstanding any other provision of the Contract, the Owner may withhold payments then or thereafter due until the cost of correction is determined. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. § 2,5 GENERAL § 2.5.1 The rights stated in this Article 2 and elsewhere in the Contract Documents are cumulative and not in limitation of any rights of the Owner (i) granted in the Contract Documents, (ii) at law or (iii) in equity. § 2.5.2 In no event shall the Owner have control over, charge of, or any responsibility for construction means, methods, techniques, sequences, or procedures or for safety precautions and programs in connection with the Work, notwithstanding any of the rights and authority granted the Owner in the Contract Documents. ARTICLE 3 CONTRACTOR § 3.1 GENERAL

§ 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term “Contractor” means the Contractor or the Contractor’s authorized representative. § 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents.






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§ 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect’s administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor.

§ 3.1.4 If notified by the Owner that the Project will be funded in whole or in part through Qualified School

Construction Bonds (“QSCB”), Qualified Zone Academy Bonds (“QZAB”) or the American Recovery and

Reinvestment Act of 2009 (the “ARRA”), Contractor shall agree to be bound by, and comply with, all terms and

conditions of the Guilford County Schools ARRA Reporting Requirements, set forth below:

(1) complete and file all reports required by the Davis Bacon Wage Reporting Act including, but not

limited to, the U.S. Department of Labor Payroll Form found at www.dol.gov/whd/forms/wh347.pdf

(2) post all job listings on the Employment Security Commission (“ESC”) website;

(3) report MWBE/MBE/HUB utilization on a monthly basis to the Office of Economic Recovery and

Investment (“OERI”);

(4) verify upon demand from the Owner that all required reports and postings have been completed; and

(5) comply with any further reporting requirements imposed by the United States Government, the State

of North Carolina, Guilford County, or any political subdivision or agency thereof.

Contractor specifically agrees and warrants that it will incorporate these Guilford County Schools ARRA Reporting

Requirements into each subcontract executed for Work on the Project.

§ 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR

§ 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents and (2) prior to execution of the Agreement, the Contractor and each subcontractor evaluated and satisfied themselves as to the conditions and limitations under which the Work is to be performed, including, without limitation, (i) the location, condition, layout, and nature of the Project site and surrounding areas, (ii) generally prevailing climatic conditions, (iii) anticipated labor supply and costs, (iv) availability and cost of materials, tools, and equipment, and (v) other similar issues. The Owner assumes no responsibility or liability for the physical condition or safety of the Project site or any improvements located on the Project site. Except as set forth in Section 10.3, the Contractor shall be solely responsible for providing a safe place for the performance of his Work. The Owner shall not be required to make any adjustment in either the Contract Sum or the Contract Time in connection with any failure by any Contractor or any Subcontractor to have complied with the requirements of this Section. § 3.2.2 Except as specifically provided in the Contract Documents, Contractor is not responsible for design of the Project. Without assuming or performing the Architect’s design responsibility, the Contractor shall carefully study and compare the Contract Documents with each other and with information furnished by the Owner pursuant to Section 2.2.2 and shall, before proceeding with the Work, at once report in writing to the Owner and the Architect errors, inconsistencies or omissions discovered. Contractor shall also take steps to minimize the cost and/or delay caused thereby. The Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents unless the Contractor recognized such error, inconsistency or omission and failed to report it to the Owner and the Architect. If the Contractor performs any construction activity which Contractor knows involved an error, inconsistency or omission in the Contract Documents without such notice to the Owner and the Architect, the Contractor shall assume responsibility for such performance and shall bear all costs for correction. § 3.2.3 The Owner makes no representation or warranty as to the exactness of grades, elevations, dimensions or locations given on any Drawings or the work installed by other contractors. The Contractor shall, therefore, promptly satisfy itself as to the accuracy of all grades, elevations, dimensions and locations before commencing






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Work. In all cases of interconnection of its Work with existing or other work, it shall verify at the site all dimensions relating to such existing or other work before beginning Work. In the event that errors are discovered by Contractor and reported by Contractor as required by this Article 3, and to the extent changes to the plans or specifications are required, such changes shall be processed in accordance with Article 7. Provided, however, that Contractor shall be solely responsible for any additional cost or delay resulting from Contractor’s failure to make reasonable efforts to verify all such grades, elevations, dimension or location. § 3.2.4 The Contractor shall assume full responsibility for accuracy of measurements obtained at the site and shall coordinate Work with actual field measurements. The Contractor shall submit field engineering drawings, prepared and sealed by a licensed surveyor, of proposed installation based on site layout survey and field conditions at the time of construction and shall note any discrepancies between existing conditions and the Contract Documents or surveys. § 3.2.5 Should the Specifications fail to particularly describe the material or kind of goods to be used in any place, it shall be the duty of the Contractor to make inquiry of the Architect for what is best suited. Material reasonably considered to be consistent with a project of this type shall be considered a part of the contract. To the extent that Contractor believes that the Architect’s decision entitles Contractor to a change order, Contractor shall submit a change order request as provided elsewhere herein. § 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES

§ 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. § 3.3.2 The Contractor shall in all respects be responsible to the Owner for acts and omissions of the Contractor’s employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.3.4 If any of the Work is required to be inspected or approved by any public authority (other than the Owner), the Contractor shall schedule and coordinate such inspection or approval to be performed. Owner shall not be responsible for any cost or delay resulting from delays in completing inspections or obtaining approvals from any public authority (other than the Owner). No inspection performed or failed to be performed by the Owner hereunder shall be a waiver of any of the Contractor’s obligations hereunder to be construed as an approval or acceptance of the Work or any part thereof. § 3.3.5 The Contractor is required to attend job site progress conferences as called by the General Contractor, Architect and/or Program Manager (if applicable). The Contractor shall be represented at these job progress conferences by both home office and project personnel. The representatives attending the meetings shall have authority to act on behalf of and bind the party they represent. These meetings shall be open to subcontractors, materials suppliers, and any others who can contribute toward maintaining required job progress. It shall be the principal purpose of these meetings, or conferences to effect cooperation, and assistance in every practical way toward the end of maintaining progress of the Project on schedule and to complete the Project within the Contract Time. The Contractor shall be prepared to assess progress of the Work to recommend remedial measures for correction of progress as may be appropriate. The General Contractor and/or Architect or their authorized representative may set the time and place for the conferences, and the General Contractor as Project Coordinator shall preside as chairman. Contractor shall notify Architect and the Owner in writing within ten (10) days of the






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publishing of the meeting minutes of any exception taken thereto, and shall include a detailed statement of the basis for such exception. § 3.4 LABOR AND MATERIALS

§ 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 The Contractor may make substitutions only with the consent of the or, after evaluation by the Architect and as authorized by a Change Order. In order to promote uniformity of product and materials within the school system, alternates and “or equal” products, as a general rule will not be accepted. If Contractor desires to submit an alternate product or method in lieu of what has been specified or shown in the Contract Documents, the Contractor must submit to the Architect and the Owner (i) a full explanation of the proposed substitution and all supporting data, including technical information, catalog cuts, warranties, test results, installation instructions, operating procedures, and other like information necessary for a complete evaluation of the substitution; (ii) a written explanation of the reasons the substitution is advantageous and necessary, including the benefits to the Owner and the Work in the event the substitution is acceptable; (iii) the adjustment, if any, in the Contract Sum, in the event the substitution is acceptable; (iv) the adjustment, if any, in the time of completion of the Contract and the construction schedule in the event the substitution is acceptable; and (v) an affidavit stating that (a) the proposed substitution conforms to and meets all the requirements of the pertinent Specifications and the requirements shown on the Drawings, and (b) the Contractor accepts the warranty and correction obligations in connection with the proposed substitution as if originally specified by the Architect. Proposals for substitutions shall be submitted in triplicate to the Architect in sufficient time to allow the Architect no less than ten (10) working days for review. No substitutions will be considered or allowed without the Contractor’s submittal of complete substantiating data and information as stated hereinbefore. Substitution and alternates may be rejected by either the Architect or Owner without explanation and will be considered only under one or more of the following conditions: (i) the proposal is required for compliance with interpretation of code requirements or insurance regulations then existing; (ii) specified products are unavailable through no fault of the Contractor, (iii) subsequent information discloses the inability of specified products to perform properly or to fit in the designated space; (iv) the manufacturer/fabricator refuses to certify or guarantee the performance of the specified product as required; and (v) when in the judgment of the Owner or the Architect, a substitution would be substantially in the Owner’s best interests, in terms and cost, time, or other considerations. Whether or not any proposed substitution is accepted by the Owner or the Architect, the Contractor shall reimburse the Owner for any fees charged by the Architect or other consultants for evaluating each proposed substitute. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 3.4.4 The Contractor acknowledges that it is the Contractor’s responsibility to hire or contract all personnel for the proper and diligent prosecution of the Work and the Contractor shall use its best efforts to maintain labor peace for the duration of the Project. In the event of a labor dispute, the Contractor shall not be entitled to any increase in the Contract Sum or a time extension. § 3.4.5 The Contractor has the responsibility to ensure that all product suppliers and Subcontractors adhere to the Contract Documents and that they order products on time, taking into account the current market and delivery conditions, and that they provide products on time. The Contractor shall keep the Owner, Architect and the Program Manager informed as to the availability of all specified materials and equipment and shall advise them promptly, in writing, of all material and equipment that may no longer be obtainable, or the availability of which may be delayed, for the purposes of the Contract, whether due to conditions of the market or other limiting or governing factors. § 3.4.6 The Contractor shall disclose the existence and extent of any financial interests, whether direct or indirect, he has in Subcontractors and material suppliers which he may propose for this Project.






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§ 3.5 WARRANTY

§ 3.5.1 The Contractor warrants to the Owner that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects in workmanship followed by contractors in the industry and will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, shall be considered defective. § 3.5.2 The Contractor agrees to provide to the Owner following substantial completion but no later than thirty (30) days after the date of substantial completion, their written warranty in a form satisfactory to the Owner and any and all manufacturer’s warranties relating to the Work which shall commence as of the date of Substantial Completion of the entire work and the Contractor further agrees to perform the Work in such manner so as to preserve any and all such manufacturer’s warranties. § 3.5.3 If the Contractor uses any portion of the Work or Owner’s other property prior to the date of Substantial Completion of the entire Work, such Work shall be restored to new or “like new” condition. Contractor’s warranty and agreement to correct defective Work shall specifically include Contractor’s obligations under this paragraph. § 3.5.4 The warranties and guarantees called for in the specifications shall be for twelve (12) months unless a longer period is called for in the Contract Drawings or Specifications. Such written warranties or guarantees shall be signed by the manufacturer or subcontractor, as the case may be, and countersigned by the Contractor. The Contractor agrees to provide four (4) original copies of all warranties and four (4) pdf copies of all warranties. All guarantees shall be addressed to the Owner.

.1 All warranties or guarantees shall commence on the date of Substantial Completion of the entire work.

.2 The contractor further warrants that for a period of twenty-four (24) months following the date of

substantial completion that the building shall be watertight and leak free at every point and in every area. The contractor shall, immediately upon notification by the owner of water penetration, determine the source of water penetration and, at the contractor’s own expense, do any work necessary to make the building watertight. The contractor shall also, at the contractor’s own expense, repair or replace any other damaged material to return the building to its original accepted condition. A written guarantee including the above paragraph and signed by the contractor shall be submitted to the owner upon substantial completion of the project and before submission of the Final Certificate of Payment by the contractor.

.3 In the event the manufacturer does not have a suitable written warranty form to fully cover the

guarantee requirements as set forth in the Specifications, the Contractor shall arrange for the manufacturer to provide a written warranty in such form as shall fully document the guarantee set forth in the Specifications.

§ 3.5.5 In the event Substantial Completion is achieved in stages, all applicable warranties will begin on the date the last project portion was Substantially Complete. § 3.5.6 If the Contractor, after notice, fails within 48 hours to develop and transmit a proposed Plan of Remedial Action to the Architect and Owner for correction of warranty items, and/or fails to proceed within three (3) days to commence corrective measures of warranty items in compliance with the terms of the warranty/guarantee; the Owner may have the defects corrected and the Contractor and his surety shall be liable for all expense incurred. § 3.5.7 The Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, its subcontractors, or those contractors assigned to or for which the Contractor is considered the Project Expediter or is otherwise responsible for coordination of the Work, improper or insufficient maintenance and or operation whereby the Contractor can provide evidence sufficient to the reasonable satisfaction of the Owner of proper training of Owner’s personnel, or normal wear and tear.

§ 3.6 TAXES






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§ 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. § 3.7 PERMITS, FEES, NOTICES, AND COMPLIANCE WITH LAWS § 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit as well as for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. At the request of the Owner or Architect, Contractor shall certify to the Owner that Contractor and all of its Subcontractors are in compliance with N.C. Gen. Stat. § 64-26 (E-Verify Requirements for private employers). If the Contractor fails to give such notices, he shall be liable for and shall indemnify and hold harmless the Owner and Architect against any and all resulting fines, penalties, judgments or damages, including reasonable attorneys’ fees, imposed on or incurred by the parties indemnified, as a result of such failure by the Contractor. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. If the Contractor fails to give such notices, he shall be liable for and shall indemnify and hold harmless the Owner and Architect against any and all resulting fines, penalties, judgments or damages, including reasonable attorneys’ fees, imposed on or incurred by the parties indemnified, as a result of such failure by the Contractor. § 3.7.3 Except as provided in the Contract Documents, Contractor shall not be responsible for design of the Project. Without assuming or performing the Architect’s design responsibility, it shall be the obligation of the Contractor to review the Contract Documents for any discrepancy between building codes and regulations and to notify Owners of such discrepancies which the Contractor discovers. If the Contractor observes that portions of the Contract Documents are at variance with applicable laws, statutes, ordinances, building codes, rules or regulations, the Contractor promptly shall notify the Owner and Architect in writing, and necessary changes shall be accomplished by appropriate modification. § 3.7.4 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations without such notice to the Architect and Owner, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.7.5 Contractor shall notify utility companies of construction to be done near utility lines, including but not limited to high voltage electric lines, and insure that all appropriate safety precautions are taken. § 3.7.6 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect will promptly investigate such conditions and, if the Architect determines that they differ materially and cause an increase or decrease in the Contractor’s cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner and Contractor in writing, stating the reasons. If either party disputes the Architect’s determination or recommendation, that party may proceed as provided in Article 15. § 3.7.7 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but

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shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. § 3.8 ALLOWANCES

§ 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents,

.1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts;

.2 Contractor’s costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and

.3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor’s costs under Section 3.8.2.2.

§ 3.9 SUPERINTENDENT AND PROJECT MANAGER § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed in written request in each case. § 3.9.1.1 The Superintendant shall be considered “competent” as discussed above if he has at least five years successful experience as superintendent on projects of equal or greater Construction Budget and similar type and complexity. The Superintendent shall be on site during all working hours, including “overtime” hours. The Superintendent shall not be changed during the Contract Time without written approval of the Owner (which approval shall not be unreasonably withheld) unless the Superintendent ceases to be employed by the Contractor and companies affiliated with the Contractor. So long as the Superintendent remains in its employ, the Contractor shall not replace the Superintendent without the Owner’s approval. The Owner shall have the right, but not the obligation, to require the Contractor to remove a Superintendent from the Project whose performance is not satisfactory to the Architect or Owner. The Contractor shall then assign another Superintendent who is satisfactory to the Owner in the event that the Superintendent is replaced as set out above. § 3.9.1.2 Contractor shall employ a competent Project Manager who shall be responsible for management of this Project. The Project Manager shall have at least five years successful experience as Project Manager for projects of similar size and complexity. The Project Manager shall be satisfactory to the Architect and Owner in all respects, and Owner shall have the right to require Contractor to dismiss from the Project any Project Manager whose performance is not satisfactory to Architect and Owner, and to replace such Project Manager with a Project Manager satisfactory to Architect and Owner. The Contractor shall not replace the Project Manager except with another Project Manager satisfactory to the Owner in all respects. § 3.9.3 The Contractor shall have his Project Manager, the Superintendent and other competent representative familiar with the Work attend meetings which may be held at the job site or such place as Architect or Owner designate. § 3.10 CONTRACTOR’S CONSTRUCTION SCHEDULES

§ 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner’s and Architect’s information a Contractor’s construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work.






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§ 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Architect’s approval. The Architect’s approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor’s construction schedule, and (2) allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time resulting from such failure based on the time required for review of submittals. § 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. § 3.10.4 CPM PROJECT SCHEDULE The Contractor shall provide a project Critical Path Method (CPM) Construction Schedule in an electronic format for the entire Project. The schedule will be compatible with Primavera Suretrack or P3, or such other format as directed by Owner. The Project schedule will be reviewed/updated on a monthly basis. The schedule will be utilized for monitoring the progress of the Project and will, in addition, contain the Schedule of Values to be used as a basis for reviewing the amount of monthly progress payments to be made to all Contractors. § 3.10.5 INCLUSION OF WEATHER DAYS IN SCHEDULE The Contractor shall include in the Contractors Construction Schedule weather days based upon local Weather data 5 year average Weather days shall be understood to be work days, exclusive of holidays, Sundays and other non-working days. The Contractor shall use these monthly averages when establishing the construction schedule for this Project. Claims for weather delays will not be considered until the number of days for the relevant period actually delayed exceeds the five year average for the period for which a time extension is being requested. Weather days are to be included to aid the Contractors in their scheduling. These days are included in the total

time allowed for construction as defined in Article 8 of these General Conditions. Unused weather days are not

available for decreasing the Project time.

§ 3.11 DOCUMENTS AND SAMPLES AT THE SITE § 3.11.1 The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and one record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work signed by the Contractor, certifying that they show complete “as-built” conditions. The Contractor shall record on the Record Drawings maintained at the site all changes and selections made during construction and shall locate by dimensions showing actual field measurements of all major items which will be concealed in the completed Work. These items shall include underground piping and conduit beneath slabs-on-grade (or basement slabs), and underground site utilities such as pipe, conduit, etc. and items above hard ceilings such as large, duct, pipe, etc. At completion of the Work, as-built documents of all systems, which indicate all field changes, shall be submitted to the Architect. As-builts will be required at the time Architect issues Certificates of Substantial Completion. The Application for Payment following the issuance of the Certificate of Substantial Completion will not be processed without the as-builts being submitted. § 3.11.2 The Contractor shall maintain all approved permit drawings in a manner so as to make them accessible to governmental inspectors and other authorized agencies. All approved drawings shall be wrapped, marked and delivered to the Owner within 60 days of final completion of the Work. § 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES

§ 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work.






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§ 3.12.3 Samples are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. Samples requiring color or finish selection shall be submitted in a single, coordinated submittal for the particular portion of the Work covered therein. § 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate, for those portions of the Work for which submittals are required by the Contract Documents, the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Architect is subject to the limitations of Sections 4.2.11 and 4.2.12. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. Submittals that are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Architect without action. § 3.12.6 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor determined and verified materials, field measurements and field construction criteria related thereto, or will do so and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been reviewed and approved by the Architect. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect’s approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and (1) the Architect and Owner have given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued and approved in writing by Owner authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect’s approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written notice, the Architect’s review and approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional if prepared by others, shall bear such professional’s written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals, provided the Owner and the Architect have specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the






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Contract Documents. The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Contract Documents. § 3.13 USE OF SITE The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, permits, rules and regulations, lawful orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 3.13.2 The Project, as school property, may attract children and unauthorized personnel. Contractor shall take all necessary precautions to secure the Project and his Work to prevent injury and to discourage the entry onto the Project of children and unauthorized personnel. § 3.13.3 Contractor shall be responsible to avoid fraternization and unnecessary contact with students and school personnel by the persons and entities on the Project for whom Contractor is responsible. Contractor will maintain suitable decorum on the site and anyone failing to comply with the requirements of this subparagraph as determined by Owner shall be subject to immediate dismissal. § 3.13.4 Contractor shall not use Owner’s facilities and shall plan and schedule its Work so as not to interrupt or interfere with school operations or activities. § 3.13.5 Only materials and equipment that are to be used directly in the Work shall be brought to and stored on the Project site by the Contractor. After equipment is no longer required for the Work, it shall be promptly removed from the Project site. Protection of construction materials and equipment stored at the Project site from weather, theft, damage, and all other adversity is solely the responsibility of the Contractor. The Contractor shall ensure that the Work, at all times, is performed in a manner that afford reasonable access, both vehicular and pedestrian, to the site of the Work and all adjacent areas. The Work shall be performed, to the fullest extent reasonably possible, in such a manner that public areas adjacent of the site of the Work shall be free from all debris, building materials, and equipment likely to cause hazardous conditions. § 3.13.6 The Contractor and any entity for whom the Contractor is responsible shall not effect any sign on the Project site without the prior written consent of the Owner, which may be withheld in the sole discretion of the Owner. § 3.13.7 Without limitation of any other provision of the Contract Documents, the Contractor shall minimize any interference with the occupancy or beneficial use of any areas, buildings or facilities on or adjacent to the site of the Work which are occupied or are being used by Owner. To the extent that Owner allows Work to be performed in or around occupied buildings or facilities, it shall be scheduled performed at night, during weekends or holidays at no additional cost to Owner, and the facility or building shall be clean and ready for Owner’s use during Owner’s hours of normal operation. Without prior approval of the Owner, the Contractor shall not permit any Workers to use any existing facilities at the Project site, including, without limitation, lavatories, toilets, entrances, and parking areas other than those designated by the Owner.

.1 Without limitation of any other provision of the Contract Documents, the Contractor shall comply with all rules and regulations promulgated by the Owner in connection with the use and occupancy of the Project site and the Building, as amended from time to time. The Contractor shall immediately notify the Owner in writing if during the performance of the Work, the Contractor finds compliance of any portion of such rules and regulations to be impracticable, setting forth the problems of such compliance and suggesting alternatives through which the same results intended by such portions of the rules and regulations can be achieved. The Owner may, in the Owner’s sole discretion, adopt such suggestions, develop new alternatives, or require compliance with the existing requirements of the rules and regulations.

.2 The Contractor shall also comply with all insurance requirements applicable to use and occupancy

of the Project site and the Building.






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§ 3.14 CUTTING AND PATCHING

§ 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor’s consent to cutting or otherwise altering the Work. § 3.15 CLEANING UP § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor’s tools, construction equipment, machinery and surplus materials from and about the Project. The Contractor shall maintain streets, parking areas and sidewalks around the Project site free from any materials or debris resulting from operations under this Contract. The Contractor shall remove all spillage and tracking arising from the performance of the Work from such areas, and shall establish a regular maintenance program of sweeping and hosing to minimize accumulation of dirt and dust upon such areas. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Contractor. § 3.16 ACCESS TO WORK The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. § 3.17 ROYALTIES, PATENTS AND COPYRIGHTS The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect. § 3.18 INDEMNIFICATION § 3.18.1 To the fullest extent permitted by law the Contractor shall indemnify and hold harmless the Owner and Program Manager (the “Indemnities”), and all of their agents and employees of either of them from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from Contractor’s (including subcontractors, anyone directly or indirectly hired by them or anyone for whose acts contractor may be liable) non-performance, negligent acts or omissions. Contractor agrees to assume and defend any claims asserted against the persons and entities listed above at Contractor’s expense. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 3.18. Without limiting the foregoing, the Contractor shall indemnify and hold harmless the Owner and Program Manager from all cost and expense, including attorneys’ fees, against any assertion of claims by Contractor’s subcontractors, sub-subcontractors, or material suppliers. § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers’ compensation acts, disability benefit acts or other employee benefit acts.






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§ 3.18.3 The Contractor’s indemnity obligations under this Section 3.18 shall also specifically include, without limitation, all fines, penalties, damages, liability, costs, expenses (including, without limitation, reasonable attorneys’ fees), and punitive damages (if any) arising out of, or in connection with, any (i) violation of or failure to comply with any law, statute, ordinance, rule, regulation, code, or requirement of a public authority that bears upon the performance of the Work by the Contractor, a Subcontractor, or any person or entity for whom either is responsible, (ii) means, methods, procedures, techniques, or sequences of execution or performance of the Work, (iii) failure to secure and pay for permits, fees, approvals, licenses, and inspections as required under the Contract Documents, or any violation of any permit or other approval of a public authority applicable to the Work, by the Contractor, a Subcontractor, or any person or entity for whom either is responsible, and (iv) failure to comply with the Guilford County Schools ARRA Reporting Requirements, if applicable. § 3.18.4 The Contractor shall indemnify and hold harmless all of the Indemnities from and against any costs and expenses (including reasonable attorneys’ fees) incurred by any of the Indemnities in enforcing any of the Contractor’s defense, indemnity, and hold-harmless obligations under this Contract. § 3.18.5 In the event of accidents involving personal injury or property damage, the Contractor shall immediately notify the Owner, the Program Manager and the Architect, furnishing as much data as is available. As soon as practicable, he shall furnish to the Owner, the Program Manager and the Architect a written report indicating the extent of the damage, the persons involved, the employer of the persons involved and the number of days each person is hospitalized. § 3.18.6 If any legal or any other proceedings are commenced against the Owner on account of any claim, damage, loss or expense caused or alleged to be caused in whole or party by the Contractor, the Owner shall notify the Contractor, who shall defend such proceedings utilizing legal counsel acceptable to Owner (in Owner’s sole discretion) at Contractor’s expense and fully indemnify Owner from all damages, costs and expenses including judgment or award against the Owner arises therefrom, the Contractor or its surety shall pay or satisfy it and shall reimburse the Owner for all costs and expenses, including attorneys’ fees and court or other costs and expenses which the Owner has incurred. § 3.18.7 Owner shall be entitled to recover all damages, costs, expenses and fees (including reasonable attorneys’ fees) as a result of Contractor’s failure to perform under this Agreement or in the event Contractor commences an action against Owner and is the Non-Prevailing Party. For purposes of this Contract, Contractor shall be deemed the Non-Prevailing Party if it receives an award (after deducting 1) interest, litigation costs and expenses to the extent awarded, and set-offs, and 2) awards received by Owner or to which Owner is entitled) of less than seventy-five percent (75%) of the amount claimed by Contractor at the commencement of the proceeding. § 3.19 NO THIRD PARTY BENEFICIARY § 3.19.1 It is specifically agreed between the parties executing this Contract that it is not intended by any of the provisions of any part of the Contract to create in other contractors, the public or any member thereof a third party beneficiary hereunder, or to authorize anyone not a party to this Contract to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Contract and the rights and liabilities of such parties shall remain as imposed by law. § 3.20 CONTRACTOR’S REPRESENTATIONS

§ 3.20.1 By entering into this Contract with the Owner, the Contractor represents and warrants the following, together with all other representations and warranties in the Contract Documents.

.1 That he is experienced in and competent to perform the type of work required and to furnish the plant, materials, supplies or equipment to be performed or furnished by him;

.2 That he is financially solvent, able to pay his debts as they mature, and possessed of sufficient

working capital to initiate and complete the Work required under Contract; .3 That he is familiar with all federal, state, county, municipal and department laws, ordinances,

permits, regulations and resolutions which may in any way affect the work or those employed therein, including, but not limited to any special laws or regulations relating to Work or any part thereof;






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.4 That such temporary and permanent Work required by the Contract Documents which is to be done

by him will be satisfactorily constructed and fit for use for its intended purpose; .5 That he will fully, and at all time, comply with all requirements of the Contract Documents; .6 That he will furnish efficient business administration and an adequate supply of workmen,

equipment, tools and materials at all times; .7 That he will make a good faith effort to utilize minority and women-owned business enterprises

(MWBE’s) per N.C. General Statutes 143-128, et seq., as subcontractors for the Work; and .8 That he will act in good faith and in the best interest of the Owner.

ARTICLE 4 ARCHITECT § 4.1 GENERAL § 4.1.1 The Owner shall retain the Architect. The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The “Architect” means the Architect or the Architect’s authorized representative. § 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner. § 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a successor architect whose status under the Contract Documents shall be that of the Architect. § 4.2 ADMINISTRATION OF THE CONTRACT § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner’s representative during construction until the date the Architect issues the final Certificate For Payment, and with the Owner’s concurrence, from time to time during the one-year period for correction of Work described in Section 12.2. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified in writing in accordance with other provisions of the Contract. § 4.2.2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect is not the general agent of the Owner, and shall have the authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences (except to the extent phasing is required in a contract or schedule) or procedures, or for safety precautions and programs in connection with the Work. The Architect shall be responsible for the Architect’s negligent acts or omissions, including, but not limited to, a negligent failure to timely determine the Work is not being performed in accordance with the Contract Documents or a negligent failure to notify the Owner that the construction means, techniques, sequences, or procedures utilized by the Contractor are not generally accepted in the industry. Notwithstanding the foregoing, the Architect shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work, provided the Architect has given prompt notice to the Owner in writing of any deviations from the Contract Documents in the Work or any defects or deficiencies in the Work of the Contractor of which the Architect has knowledge, or reasonably should have knowledge. § 4.2.3 Subject to Article 15, the Architect’s responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates at the end of the one year warranty period. § 4.2.4 If errors, omissions or conflicts are discovered in the Construction Documents, the Architect shall prepare and submit such amendments or supplementary documents as are required to resolve the situation at no additional cost to the Owner and so as to minimize delay to the progress of the Work. § 4.2.5 Scheduling and Coordination of Meetings. The Architect shall review construction schedules prepared by the Contractor or Program Manager, as well as coordination of construction performed by separate Contractors or by the






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Owner’s own forces and review coordination of services in connection with construction performed and equipment supplied by the Owner, including establishing and conducting a regular schedule of meetings between the Contractor, the Program Manager, the Architect and the Owner no less than once every two (2) weeks. Such meetings shall be held prior to the regular job site meeting throughout the entire Construction Phase of the Project and shall be for the primary purpose of assessing the progress of the Work of the Contractor and recommending to the Owner such remedial actions as are necessary to ensure required progress and completion in accordance with the construction schedule and within the contract time. The Architect shall submit to the Owner , Program Manager and to the Contractor meeting minutes of each job site meeting as soon after the meeting as is practical, but in any case within seven (7) days of the meeting. § 4.2.6 Regular Job Site Meetings. The Architect shall establish and conduct a regular schedule of meetings between the Contractor, the Program Manager, the Architect and the Owner not less than every two (2) weeks and immediately following the Scheduling and Coordination Meeting described above. The Architect shall chair the meeting and prepare and distribute minutes of each such meeting to the Contractor, Program Manager, and Owner as soon after the meeting as practical, but in any case within seven (7) days of the meeting. The purpose of the meetings will be to review the status of the Project and to address such other matters relating to the Project as the Architect, Owner, Program Manager and Contractor deem appropriate. § 4.2.7 The Architect shall visit the site at intervals appropriate to the stage of construction, but not less than once every two weeks. Each engineering discipline shall make periodic visits not less than once every two weeks, during the course of work applicable to its discipline. During critical work phases, each engineering discipline and Architect may be required to make more frequent visits. The purpose of the visits is to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. On the basis of the observations, Architect shall use reasonable care to guard the Owner against defects and deficiencies in the Work of the Contractor. If the Architect observes any work that does not conform to the Construction Documents, the Architect shall immediately make an oral and written report to Owner and Program Manager of any such acts or omissions. The engineering disciplines shall prepare and submit a report on each visit, submitted to the Owner, Program Manager and the Contractor through the Architect within five (5) days of the visit. § 4.2.8 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall endeavor to communicate with each other through the Architect about matters arising out of or relating to the Contract. Communications by and with the Architect’s consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. § 4.2.9 Based on the Architect’s evaluations of the Contractor’s Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.2.10 The Architect has authority to reject and shall reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. In the event that Architect determines that the Work is non-conforming, Architect shall inform the Owner, Program Manager and Contractor in writing within two (2) days of the determination. SUBMITTALS § 4.2.11 The Architect shall review the Contractor’s submittal schedule and shall not unreasonably delay or withhold approval. The Architect’s action in reviewing submittals shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect’s professional judgment to permit adequate review.






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§ 4.2.12 In accordance with the Architect-approved submittal schedule, the Architect shall review and approve or take other appropriate action upon the Contractor’s submittals such as Shop Drawings, Product Data and Samples. The Architect’s review will be with reasonable promptness so as to cause no delay in the Work or in the construction by the Owner or of separate Contractors while allowing sufficient time in the Architect’s professional judgment to permit adequate review. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions quantities and installation or performance of equipment or systems, which are the Contractor’s responsibility. The Architect’s review of the Contractor’s submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Architect’s review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.13 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review shop drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional’s seal and signature when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals, unless through the exercise of reasonable care and professional training and knowledge the Architect reasonably should have discovered such services and/or information to be defective or deficient, or unless the performance of the Architect’s services require the Architect to verify the accuracy or completeness of such information or services. § 4.2.14 Subject to the provisions of Article 15, the Architect shall review and respond to requests for information about the Contract Documents. The Architect shall set forth in the Contract Documents the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architect’s response to such requests shall be made with reasonable promptness so as to cause no delay in the Work or in the construction by the Owner or of separate Contractors while allowing sufficient time in the Architect’s professional judgment to permit adequate review. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to requests for information. § 4.2.15 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 4.2.16 CHANGES IN THE WORK The Architect may authorize minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Architect shall prepare Change Orders and Construction Change Directives for the Owner’s approval and execution in accordance with the Contract Documents. The Architect will only approve Change Orders and Construction Change Directives that in its professional judgment are necessary or appropriate for the Project. The Architect shall use its best efforts to guard the Owner against unnecessary Change Orders and to present Change Orders which are fair and reasonable in the opinion of the Architect. The Architect may reject any requests for changes in the Work that are not properly prepared or timely submitted. The Architect shall maintain records relative to changes in the Work. PROJECT COMPLETION § 4.2.17 As part of Basic Services, the Architect shall conduct a pre-Substantial Completion and a Substantial Completion inspection to determine, in consultation with Owner, if the Work is Substantially Complete and prepare a list of deficiencies, also known as a “punch list” of items to be completed. The Architect shall also conduct up to two final inspections to determine if the completed work is acceptable so that the Architect may recommend, in writing, final payment to the Contractor and may give written notice to the Owner, Program Manager and the Contractor that the work is acceptable (subject to any conditions therein expressed). Any inspections, correspondence or meetings performed by the Architect following the performance of the pre-Substantial Completion and the Substantial Completion inspections and final inspections which are required due to the non-






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performance of the Contractor shall be at the Contractor’s expense and will be deducted from the Contractor’s retainage by the Owner for payment to the Architect prior to Architect approving final payment to the Contractor. § 4.1.18 The Architect’s inspections shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. § 4.2.19 When the Work is found to be substantially complete, the Architect shall inform the Owner and Program Manager about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum, if any, for final completion or correction of the Work. § 4.2.20 The Architect shall forward to the Owner the following information received from the Contractor: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against all claims; and (3) any other documentation required of the Contractor under the Contract Documents. § 4.2.21 The Architect shall prepare a set of reproducible sealed record drawings and digital files (in AutoCADD format) showing significant changes in the Work made during the construction process, based on marked up or redline Contract drawings, prints and other data furnished by the Contractor and the applicable Addenda, Clarifications and Changes Orders which occurred during the Project. § 4.2.22 The Architect and its consultants shall assist the Owner in resolution of warranty issues as may be required to determine responsibility for deficiencies. § 4.2.23 The Architect shall provide testimony in public hearings and dispute resolution proceedings, and such testimony shall be provided without additional fee or charge to the Owner if said testimony is necessitated, in whole or in part, because of questions or claims resulting or arising from the performance by Architect of its services under this agreement or in connection with the Project. § 4.2.24 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. § 4.2.25 The Architect shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect’s response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.26 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by the Owner and Contractor, shall not show partiality to any party, and shall not be liable for results of interpretations or decisions rendered in good faith. The Architect’s decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 4.2.27 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that term is defined herein, the Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents. § 4.2.28 The Architect will review and respond to requests for information about the Contract Documents. The Architect’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS § 5.1 DEFINITIONS

§ 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term “Subcontractor” is referred to throughout the Contract Documents as if singular in






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number and means a Subcontractor or an authorized representative of the Subcontractor. The term “Subcontractor” does not include a separate contractor or subcontractors of a separate contractor. § 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term “Sub-subcontractor” is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor. § 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK

§ 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner, Program Manager and the Architect (i) the name, trade, and subcontract amount for each Subcontractor and (ii) the names of all persons or entities proposed as manufacturers of the products identified in the Specifications (including those who are to furnish materials or equipment fabricated to a special design) and, where applicable, the name of the installing Subcontractor. The Architect will promptly reply to the Contractor in writing stating whether or not the Owner or the Architect, after due investigations, has reasonable objection to any such proposed person or entity. Failure of the Owner or Architect to reply promptly shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor’s Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitution; provided, however, that Contractor shall be entitled to recover any resulting increase in the Contract Sum resulting from such objection. § 5.3 SUBCONTRACTUAL RELATIONS

§ 5.3.1 By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor’s Work, which the Contractor, by these Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. § 5.3.2 Notwithstanding any provision of Section 5.3.1, any part of the Work performed for the Contractor by a Subcontractor shall be pursuant to a written subcontract between the Contractor and such Subcontractor. Each such subcontract shall, where the context so requires, contain provisions that:

.1 require that such Work be performed in accordance with the requirements of the Contract Documents;






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.2 require the Subcontractor and major material supplies to submit written acknowledgment of payments for Work completed by it through the period covered by Contractor’s last payment application as a condition to the disbursement of the progress payment next due and owing;

.3 require submission to Contractor or Subcontractor, as the case may be, of applications for payment

in a form approved by the Architect and Program Manager, together with clearly defined invoices and billings supporting all such applications under each subcontract to which the Contractor is a party;

.4 report, so far as practicable, unit prices and any other feasible formula for use in the determination

of costs of changes in the Work; .5 require each Subcontractor to furnish to the Contractor in a timely fashion all information

necessary for the preparation and submission of the reports required herein; .6 require that each Subcontractor continue to perform under its subcontract in the event the

Contractor is terminated and the Owner shall take an assignment of said subcontract and request such Subcontractor to continue such performance; provided, however, Owner shall not be responsible for amounts earned by but unpaid to Subcontractor prior to acceptance of assignment by Owner; and

.7 require each Subcontractor to remove all debris created by its activities.

§ 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that assignment is effective only after termination of the Contract or Contractor’s performance by the Owner and only for those subcontract agreements which the Owner accepts by notifying the Subcontractor and Contractor in writing. § 5.4.2 Owner shall not be obligated for any payment or amounts claimed for work performed prior to the effective date of the Assignment. Upon assignment, if the Work has been suspended for more than 45 days, the Subcontractor’s compensation shall be equitably adjusted for increases in cost resulting from the suspension. §ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 OWNER’S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS

§ 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. § 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term “Contractor” in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. § 6.1.3 Owner has delegated and assigned to the Contractor all of the Owner’s duties of coordination of the Work and the Owner shall have no coordination responsibilities or obligations. The Contractor shall provide for coordination of the activities of the Owner’s own forces and of each separate Contractor for all Work on the Project. § 6.2 MUTUAL RESPONSIBILITY § 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor’s construction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Contractor’s Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that






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the Owner’s or separate contractor’s completed or partially completed construction is fit and proper to receive the Contractor’s Work, except as to defects not then reasonably discoverable. § 6.2.3 The Contractor or its surety shall reimburse the Owner for all claims, expenses (including reasonable attorneys’ fees) and costs the Owner incurs that are payable to a separate contractor because of the Contractor’s delays improperly timed activities, damage to another contractor’s work or defective construction. All such amounts will be determined by the Architect upon submission of a Claim as required in Article 15 and processed as provided therein. § 6.2.4 The Contractor shall promptly remedy damage caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2. § 6.3 OWNER’S RIGHT TO CLEAN UP § 6.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, Contractor shall clean up and the Architect will allocate the cost among those responsible and deduct the appropriate amount from each Contractor’s GMP. ARTICLE 7 CHANGES IN THE WORK § 7.1 GENERAL

§ 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. § 7.1.2 Except as otherwise provided herein, a Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor. An order for a minor change in the Work not involving additional time or additional cost may be issued by the Architect alone. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. Except as permitted in Section 7.3 and Section 9.7, a change in the Contract Sum or the Contract Time shall be accomplished only by Change Order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration of or addition to the Work shall be the basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided for in the Contract Documents. § 7.1.4 Notwithstanding the provisions of Sections 7.3.3 or 7.3.6 to the contrary, any Changes in the Work requiring a change in the Contract Sum shall, to the extent such change in the Contract Sum is based on “costs,” permit a charge for overhead and profit determined as follows:

.1 for the Contractor, for any work performed by his employees or agents 10% of the costs. Deduct 5% for deductive change orders;

.2 for the Contractor, for work performed by his Subcontractor, 5% of the amount due the

subcontractor; and .3 for each Subcontractor, for work performed by such Subcontractor, his employees and

agents, 10% of the costs.

“Costs” shall not include home-office charges or expenses, supervisions, superintendents, wages of time keepers, watchmen and clerks, small tools, incidentals, general office expense and all other expenses generally constituting overhead or general conditions. The proposals from the contractor for extra work shall include a breakdown showing cost for materials, labor, insurance and overhead and profit and bonds. If a request for changes requires quotations from Contractor, such pricing shall be returned within seven (7) days of






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receipt of the request. For requests for changes which are large in scope and which Contractor feels in good faith and despite its best efforts, will require more than seven (7) days to price, Contractor and Architect will agree upon a pricing schedule which will not exceed fourteen (14) days unless agreed otherwise. § 7.2 CHANGE ORDERS

§ 7.2.1 A Change Order is a written instrument prepared by the Architect and, except as otherwise provided herein, signed by the Owner, Contractor and Architect stating their agreement upon all of the following:

.1 change in the Work;

.2 the amount of the adjustment, if any, in the Contract Sum; and

.3 the extent of the adjustment, if any, in the Contract Time.

§ 7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Subparagraph 7.3.3. § 7.2.3 Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including, but not limited to, all direct and indirect costs associated with such change and any and all adjustments to the Contract Sum and the construction schedule. Subsequent claims for cumulative cost or cumulative impact shall not be allowed. § 7.3 CONSTRUCTION CHANGE DIRECTIVES § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods:

.1 acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation;

.2 prices stated in the Contract Documents or subsequently agreed upon;

.3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or

.4 as provided in Section 7.3.6. § 7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor’s agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.5 A Construction Change Directive signed by the Contractor indicates the Contractor’s agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit not to exceed 10% in total. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.6 shall be limited to the following:

.1 Costs of labor, and Contractor’s standard labor burden, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers’






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compensation insurance, which labor burden shall not exceed the amount customarily imposed by Contractors performing similar work in the Piedmont Triad area;;

.2 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed;

.3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; and

.4 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work

§ 7.3.7 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.8 Pending final determination of the total cost of a Construction Change Directive to the Owner, amounts not in dispute for such changes in the Work shall be included in Applications for Payment accompanied by a Change Order indicating the parties’ agreement with part or all of such costs. For any portion of such cost that remains in dispute, the Architect will make an interim determination for purposes of monthly certification for payment for those costs. That determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.9 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect will prepare a Change Order. § 7.4 MINOR CHANGES IN THE WORK The Architect has authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be effected by written order signed by the Architect and shall be binding on the Owner and Contractor. § 7.5 OVERTIME The Owner shall not be responsible for overtime unless authorized in writing in advance, which approval shall not be unreasonably withheld. ARTICLE 8 TIME § 8.1 DEFINITIONS

§ 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement or the date established in the notice to proceed given by the Owner. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. § 8.1.4 The term “day” as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 PROGRESS AND COMPLETION § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless the date of commencement is established by the Contract Documents or a notice to proceed given by the Owner, the Contractor shall notify the Owner in writing not less than five (5) days or other agreed period before commencing the Work.






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§ 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.2.4 If the progress or completion of the Work is delayed by any fault, neglect, act or failure to act on the part of the Contractor or any one acting for or on behalf of the Contractor, then the Contractor shall, in addition to all of the other obligations imposed by this Contract and by law upon the Contractor, prepare and implement a Recovery Schedule as required elsewhere herein, and work such overtime or require the appropriate subcontractor(s) to work such overtime as may be necessary to make up for all time lost and to avoid delay in the progress and completion of the Work. § 8.2.5 Should the progress or completion of the Work be delayed by, or should Owner be subject to any claim or incur any cost or expense as a result of any fault, neglect, act or failure to act on the part of the Contractor or any one acting for or on behalf of the Contractor so as to cause any additional cost, expense, liability or damage to the Owner or any damage or additional cost or expense for which the Owner may or shall become liable, the Contractor shall and does hereby agree to compensate the Owner for, and to indemnify the Owner against, all such costs, expenses (including attorneys’ fees), liabilities and damages. § 8.3 DELAYS AND EXTENSIONS OF TIME § 8.3.1 Subject to the requirements of Article 15, if the Contractor experiences a critical path delay in the commencement or progress of the Work by an act or neglect of the Owner or Architect, or by changes ordered in the Work, or by labor disputes (other than those involving Contractor’s or his Subcontractor’s forces), fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor’s control; or by delay authorized by the Owner pending mediation and arbitration; then the Contract Time shall be extended by Change Order to the extent such delay will prevent the Contractor from achieving Substantial Completion within the Contract Time, but only if there was not a concurrent critical path delay in the performance of the Work resulting from any other cause for which the Contractor is not entitled to an extension in the Contract Time under the Contract Documents. The Contractor further acknowledges and agrees that adjustments in the Contract Time will be permitted for a delay only to the extent such delay (i) is not caused by the Contractor, (ii) could not be limited or avoided by the Contractor’s timely notice to the Owner and Architect of the delay or reasonable likelihood that a delay will occur, and (iii) is of a duration not less than one (1) day. Contractor shall strictly comply with all notice and time requirements contained herein. Failure to strictly adhere thereto shall constitute a complete waiver of any claim for an extension of time or additional compensation for delay. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. The Contractor shall immediately take all reasonable steps to minimize the delay to Owner. § 8.3.3 In the event of delay caused in whole or part by Contractor (or those acting for or on Contractor’s behalf), the Contractor will pay any cost incurred on account of the Architect’s and Program Manager’s services for delays beyond the Contract Time, which shall be in addition to any other damages (including liquidated) to which Owner is entitled as a result of such delays. Such payments will be withheld from amounts owed to the Contractor by the Owner and should the cost of these sustained damages exceed the amounts owed by the Owner, the Contractor shall pay the difference to the Owner. § 8.3.5 If the Contractor submits a progress report indicating, or otherwise expresses an intention to achieve completion of the Work prior to any completion date required by the Contract Documents or expiration of the Contract Time, no liability of the Owner to the Contractor for any failure of the Contractor to so complete the Work shall be created or implied. § 8.3.6 Delays caused by separate contractors shall not allow Contractor an extension of time. Contractor shall be entitled to file a claim against the separate contractor(s) causing such delay as provided in Article 15, in order to recover all costs and expenses incurred as a result of any such delay, including, but not limited to, additional costs, expenses and impacts incurred by Contractor in overcoming the delay caused by the separate contractor(s).






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ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 CONTRACT SUM The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.2 SCHEDULE OF VALUES Before the first Application for Payment, the Contractor shall submit to the Owner and Architect a schedule of values which accurately allocates the cost for performing various portions of the Work appearing on the Schedule of Values, prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, when approved by the Owner and Architect, shall be used as a basis for reviewing the Contractor’s Application for Payment. § 9.2.1 The Contractor’s schedule of values shall contain the following line items and corresponding values and dollar amounts in addition to all other specified requirements of the contract documents:

.1 As-Built Drawing Documents ½ % of total Contract Sum

.2 O & M Manuals ½ % of total Contract Sum

.3 Warranty Binders 1 % of total Contract Sum

§ 9.3 APPLICATIONS FOR PAYMENT

§ 9.3.1 At least thirty (30) days before the date established for each progress payment, the Contractor shall submit to the Owner and Architect an itemized Application for Payment for operations completed in accordance with the schedule of values. Such application shall be notarized, if required, and supported by such data substantiating the Contractor’s right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage if provided for in the Contract Documents. Such Application for Payment shall be certified as correct by an officer of Contractor and shall be accompanied by acknowledgments of payment and other documentation from subcontractors’, materialmen and suppliers as may be required by the Architect or Owner. In addition, such Application for Payment shall contain a certification by the Contractor that there are no Claims by Contractor for which Owner and Architect have not received written notice as required in Article 15; that there have been no claims submitted to the Contractor at the date of such Application for Payment; and that all due and payable bills with respect to the Work have been paid to date or shall be paid from the proceeds of such Application for Payment. § 9.3.1.1 As provided in Section 7.3.8, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Change Orders or Construction Change Directives. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay to Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay and does promptly pay. § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. All materials stored offsite pursuant to this Section shall belong to and be the property of the Owner. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner’s title to such materials and equipment or otherwise protect the Owner’s interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. Owner shall have the right to take possession of all materials stored offsite at any time, and any storage agreement made by Contractor must so provide. Storage by Contractor of materials offsite is discouraged. Where circumstances indicate that the Owner’s best interest is served by offsite storage, the Contractor shall make written request to the Architect and Owner for approval to include such material costs in his next progress payment. The Contractor’s request shall include the following information:






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.1 a list of the fabricated materials consigned to the project (which shall be clearly identified), giving the place of storage, together with copies of invoices and reasons why materials cannot be delivered to the site;

.2 certification that items have been tagged for delivery to the project and that they will not be used

for another purpose; .3 copy of insurance policy or amendment covering the material in storage, naming the Owner as

additional insured; .4 costs incurred by the Architect to inspect material in offsite storage shall be paid by the

Contractor; and .5 subsequent pay requests shall itemize the materials and their cost which were approved on

previous pay requests and remain in offsite storage. § 9.3.3 The Contractor warrants that title to all Work and materials covered by an Application for Payment will pass to the Owner no later than the time of payment of the Application for Payment. The fact that retainage may be withheld shall not effect or limit Owner’s title to the Work or material. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor’s knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. § 9.4 CERTIFICATES FOR PAYMENT

§ 9.4.1 The Architect will, within seven days after receipt of the Contractor’s Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect’s reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9.4.2 The Architect’s certification for payment shall constitute a representation by the Architect to the Owner, based on the Architect’s evaluation of the Work as provided in Section 4.2 and on the data comprising the Contractor’s Application for Payment, that, to the best of the Architect’s knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents and the Contractor is entitled to the amount certified. § 9.4.3 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor’s right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.4.4 The Architect shall maintain a record of the Applications and Certificates for Payment. § 9.5 DECISIONS TO WITHHOLD CERTIFICATION § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect’s opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect or Owner may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect’s opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions because of






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.1 defective Work not remedied;

.2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor;

.3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment;

.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;

.5 damage to or Claims by the Owner or a separate contractor;

.6 failure of Contractor to achieve the progress required by Contractor’s Construction Schedule;

.7 reasonable evidence that the Work will not be completed within the Contract Time;

.8 determination by Owner or Architect that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay or the cost of recovery to overcome the delay; or

.79 repeated failure to carry out the Work in accordance with the Contract Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.3 If Contractor disputes a determination by the Architect or Owner with regard to a Certificate of Payment, Contractor nevertheless expeditiously shall continue to prosecute the Work. § 9.5.4 Notwithstanding any other provision of this Agreement, the Owner shall not be deemed to be in breach of this Contract by reason of the withholding of any payment or part of a payment which the Architect has not certified or which Owner declines to pay on the grounds set forth in Section 9.5.1. § 9.6 PROGRESS PAYMENTS § 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall, subject to Article 9.5.4, make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. § 9.6.2 The Contractor shall promptly pay each Subcontractor upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of each Subcontractor’s portion of the Work, the amount to which said Subcontractor is entitled in accordance with the terms of its subcontract, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors and suppliers in a similar manner. § 9.6.3 The Architect may, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 9.6.4 Neither the Owner nor Architect shall have an obligation to pay or see to the payment of money to a Subcontractor. § 9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, final payment or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. § 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner, but nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor. § 9.7 FAILURE OF PAYMENT § 9.7.1 If the Architect does not respond to a Certificate for Payment, through no fault of the Contractor, within fifteen (15) days after receipt of the Contractor’s Application for Payment, or if the Owner does not pay the Contractor (except as provided in Section 9.5.1), any uncontested amount certified by the Architect within thirty

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(30) days after the date established in the Contract Documents, then the Contractor may, give twenty-one (21) days’ notice of non-payment. If Contractor has not been paid within said twenty-one (21) day period, Contractor may, after fifteen (15) additional days’ written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Contract Documents. § 9.7.2 If the Owner is entitled to reimbursement or payment from the Contractor under or pursuant to the Contract Documents, such payment shall be made promptly upon demand by the Owner. Notwithstanding any provisions in the Contract Documents to the contrary, if the Contractor fails to promptly make any payment due the Owner, if the Owner incurs any costs and expenses to cure any default of the Contractor or to correct defective Work, or if the Architect awards a Claim to another Contractor chargeable against Contractor, the Owner shall have an absolute right to offset such amount against the Contract Sum and may, in the Owner’s sole discretion, elect to (i) deduct such amount from any payment then or thereafter due the Contractor from the Owner, or (ii) issue a written notice to the Contractor reducing the Contract Sum. § 9.8 SUBSTANTIAL COMPLETION § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents, when all required occupancy permits and approvals to all applicable governmental authorities have been issued so the Owner can fully occupy and utilize the Work for its intended use and the Owner and Architect have accepted the Work as substantially complete. In addition, all punchlist items which would interfere with Owner’s use of the Project for school purposes must have been completed. Upon Substantial Completion, the Contractor shall secure and deliver to the Owner manufacturers’ operations and maintenance manuals, submittals, product data, test reports, written warranties and guarantees from its subcontractors, sub-subcontractors, materialmen and suppliers bearing the date of Substantial Completion or some other date as may be agreed to by the Owner and stating the period of warranty as required by the Contract Documents. The Contractor is responsible for the warranty of all Work during the first year after Substantial Completion; which warranty is in addition to and not in lieu of such other rights and remedies which Owner has under this Contract and by law. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect’s or Owner’s inspection discloses any item, whether or not included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect and Owner to determine Substantial Completion. At the time the Architect and Owner commence the Substantial Completion Inspection, if the Architect discovers excessive additional items requiring completion or correction, the Architect may decline to continue the inspection, instructing the Contractor as to the general classification of deficiencies which must be corrected before the Architect will resume the Substantial Completion Inspection. If the Contractor fails to pursue the Work so as to make it ready for Substantial Completion Inspection in a timely fashion, the Architect and Owner shall, after notifying the Contractor, conduct inspections and develop a list of items to be completed or corrected. This list of items shall be furnished to the Contractor who shall proceed to correct such items as expeditiously as possible, but in no event longer than thirty (30) days. The Architect will conduct additional inspections as required to determine that the Work is ready for Substantial Completion Inspection. The Architect will invoice the Owner for the cost of inspections between the termination of the initial Substantial Completion Inspection, and the Contractor shall reimburse the Owner for such cost, and the Owner may offset the amounts payable to the Architect for such services from the amounts due the Contractor under the Contract Documents. In summary, two Substantial Completion Inspections will be performed without additional charge; all other Substantial Completion Inspections shall be billed to the Owner and be reimbursed by the Contractor.






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§ 9.8.4 When the Owner and Architect agree that the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted (using a multiple of two times the cost of completion and/or correction as estimated by Architect) for Work that Owner considers to be incomplete or not in accordance with the requirements of the Contract Documents. § 9.9 PARTIAL OCCUPANCY OR USE

§ 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage, provided such occupancy or use is consented to by the insurer as required under Section 11.4.1.5 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 FINAL COMPLETION AND FINAL PAYMENT § 9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. If, following performance of the final inspection, the Architect is required to make any additional site inspections or engage in any correspondence or negotiations with the Contractor, Owner, or third party in order to substantiate final payment to the Contractor, the cost of all services performed by the Architect following the performance of a final inspection may be deducted from the balance due Contractor prior to final payment of the Owner to the Contractor. § 9.10.1.1 Final Completion shall be defined to include, but is not limited to, completion and approval by Architect and Owner of all “punch list” work, delivery and approval by Architect and Owner of all Operation and Maintenance Manuals, and delivery and approval by Architect and Owner of all guarantees and other close-out documentation including as-built drawings. § 9.10.1.2 At the time the Architect commences the Final Completion Inspection, if the Architect discovers excessive items requiring completion or correction, the Architect may decline to continue the inspection, instructing the Contractor as to the general classification of deficiencies which must be corrected before the Architect will resume the Final Completion Inspection. The Architect will conduct additional inspections as required to determine that the Work is ready for Final Completion Inspection. The Architect will invoice the Owner for the cost of all inspections






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except the satisfactory Final Completion Inspection, and the Contractor shall reimburse the Owner for such cost, and the Owner may offset the amounts payable to the Architect for such services from the amounts due the Contractor under the Contract Documents. In summary, one Final Completion Inspection will be performed without additional charge; all other Final Completion Inspections shall be billed to the Owner and be reimbursed by the Contractor. § 9.10.1.3 Final payment, constituting the unpaid balance of the Contract Sum, shall be paid to the Contractor in full, including retainage, only after Final Completion has been certified by Architect, the Project has been finally completed to Owner’s and Architect’s satisfaction and accepted by the Owner, and no less than sixty (60) days and no more than ninety (90) days following the date of Final Completion. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect and Owner (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least thirty (30) days’ prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as acknowledgements of payments, receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such claim. If such claim remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such claim, including all costs and reasonable attorneys’ fees. The Contractor shall furnish such evidence as may be necessary to show that out-of-state subcontractors or suppliers have fully met the requirements of payment of taxes as established in the law of the State or local subdivision thereof which may be in effect at the time of final payment. The Owner will require the submission of such proof or evidence before final payment will be approved or made. The following must be submitted to the Architect before approval of final payment:

.1 affidavit of payment as required under this paragraph shall be in the form of AIA Document G706 – Contractor’s Affidavit of Payment of Debt and Claims;

.2 consent of Surety as required under this paragraph shall be in the form of AIA Document G707 –

Consent of Surety Company to Final Payment; .3 submit releases and final unconditional waivers from major subcontractors and suppliers; .4 submit certification stating that no materials containing asbestos were incorporated into the Work; .5 all warranties and guarantees required by the Contract Documents shall be assembled and

delivered to the Architect and accepted by Owner; and .6 final as built drawings

§ 9.10.3 Final payment shall not constitute a waiver of Claims by the Owner. § 9.10.4 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract.






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§ 10.2 SAFETY OF PERSONS AND PROPERTY

§ 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to

.1 employees on the Work and other persons who may be affected thereby;

.2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor’s Subcontractors or Sub-subcontractors; and

.3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction.

§ 10.2.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. § 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. The Contractor shall also be responsible, at the Contractor’s sole cost and expense, for all measures necessary to protect any property adjacent to the Project and improvements therein. Any damage to such property or improvements shall be promptly repaired by the Contractor. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall provide prior written notice to Owner and Architect and shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 To the full extent allowed by law, Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3. The foregoing obligations of the Contractor are in addition to the Contractor’s obligations under Section 3.18. § 10.2.6 The Contractor shall designate a responsible member of the Contractor’s organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor’s superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Contractor is responsible for maintaining the Work, materials and apparatus free from injury or damage from rain, wind, storms, frost or heat. If adverse weather makes it impossible to continue operations safely in spite of weather precautions, the Contractor shall cease Work and notify the Architect and Program Manager of such cessation. § 10.2.9 In addition to its other obligations pursuant to this Article 10, the Contractor shall promptly repair any damage or disturbance to walls, utilities, sidewalks, curbs and the property of third parties (including municipalities) resulting from the performance of the Work under the terms of this Contract. The Contractor shall maintain streets in good repair and traversable condition, and each subcontractor shall cooperate with the Contractor in this regard. § 10.2.10 The Contractor shall promptly report in writing to the Owner and Architect all accidents arising out of or in connection with the Work that cause death, personal injury, or property damage, giving full details and statements of any witnesses. In addition, if death, serious personal injuries, or serious damages are caused, the accident shall be reported immediately by telephone or messenger to the Owner and the Architect. § 10.2.11 Contractor shall comply with all provisions of the Owner’s Construction Safety Manual then in effect.






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§ 10.3 HAZARDOUS MATERIALS

§ 10.3.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Architect in writing. § 10.3.2 Upon receipt of the Contractor’s written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substances or who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor’s reasonable additional costs of shut-down, delay and start-up, which adjustments shall be accomplished as provided in Article 7, Contractor shall use its best efforts to mitigate the delay and impact of such events.

§ 10.3.3 In the event the Owner believes the Contractor likely will encounter lead paint on the Project, the Owner

will have included a notice to the Contractor of the likely presence of lead paint in the Bid Documents. In such

event, notwithstanding any provision of Section 10.3.2 to the contrary, Contractor acknowledges it shall be

responsible for all testing, abatement, removal, remediation, disposal and clean up of such Hazardous Materials and

to properly protect all people working on or visiting the project. Except as provided herein, the remaining

provisions of Section 10.3 shall remain in full force and effect, including, but not limited to, the Contractor's

obligation to report the presence of any such Hazardous Materials to the Owner prior to any disturbance of such

Hazardous Materials.

10.4 CONTRACTOR MATERIALS The Owner shall not be responsible for materials and substances brought to the site by the Contractor unless such materials or substances were specifically required by the Contract Documents. § 10.5 EMERGENCIES § 10.5.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor’s discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. § 10.5.2 Nothing in this Article 10.5 shall be construed as relieving the Contractor from the cost and responsibility for emergencies covered hereby, which with normal diligence, planning, and close supervision of the Work as required under the Contractor, could have been foreseen or prevented. Contractor shall provide the Architect, Program Manager and Owner a list of names and telephone numbers of the designated employees for each Contractor and major subcontractors to be contacted in case of emergency during non-working hours. A copy of the list will also be displayed on the job site. ARTICLE 11 INSURANCE AND BONDS § 11.1 CONTRACTOR’S LIABILITY INSURANCE § 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor’s operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable:

.1 Claims under workers’ compensation, disability benefit and other similar employee benefit acts that are applicable to the Work to be performed;

.2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor’s employees;






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.3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor’s employees;

.4 Claims for damages insured by usual personal injury liability coverage;

.5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom;

.6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle;

.7 Claims for bodily injury or property damage arising out of completed operations; and

.8 Claims involving contractual liability insurance applicable to the Contractor’s obligations under this Agreement, included private entitles performing Work at the site and exempt from the coverage on account of number of employees or occupation, which entities shall maintain voluntary compensation coverage at the same limits specified for mandatory coverage for the duration of the Project.

§ 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, shall be written on an occurrence or claims-made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor’s completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. The Builder’s Risk, comprehensive general liability, comprehensive automobile liability and umbrella liability policies shall name the Owner and Program Manager as additional insureds and shall also provide no less than thirty (30) days prior written notice of cancellation or material change to Owner. All insurance policies must be issued by insurers licensed to do business in the state in which the job site is located and have a Best Insurance Guide rating of A/X or better. § 11.1.2.1 Liability insurance shall include all major divisions of coverage and be on a comprehensive basis including:

.1 Premises operation (including X, C, and U Coverages, as applicable); .2 Independent Contractor’s protective; .3 Products and completed operations; .4 Personal injury liability with employment exclusion deleted; .5 Contractual, including specified provision for Contractor’s obligation under Subparagraph 3.18; .6 Owned, non-owned and hired motor vehicles; and .7 Broad form property damage, including completed operations.

§ 11.1.2.2 If the General Liability coverages are provided by a Commercial General Liability Policy on a claims-made basis, the policy data or retroactive date shall predate the Contract; the termination date of the policy or applicable extended reporting period shall be no earlier than the termination date of coverages required to be maintained after final payment, certified in accordance with Section 9.10. § 11.1.2.3 The insurance required by subparagraph 11.1.1 shall be written for not less than the following limits, or greater, if required by law:

.1 Workers’ compensation A. State Statutory B. Applicable Federal: Statutory C. Employer’s Liability; $500,000 each accident






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$500,000 disease, policy limit $500,000 disease, each employee .2 Comprehensive or Commercial General Liability: A. Limit of Insurance (CSL) $1,000,000 each occurrence $2,000,000 aggregate B. Products and completed operations to be maintained for 1 year after final payment. $1,000,000 aggregate C. Property damage liability insurance shall provide X, C, and U coverage. D. Broad form property damage shall include completed operations. .3 Contractual Liability (Hold Harmless coverage). A. Limits of insurance (CSL): $1,000,000 each occurrence $2,000,000 aggregate .4 Personal injury: $2,000,000 aggregate .5 Business auto liability (including owned, non-owned, and hired vehicles); .6 If the general liability coverages are provided by a commercial liability policy, the: A. General aggregates shall not be less than $1,000,000 and it shall apply, in total, to this

Project only; B. Fire damage limit shall be not less than $50,000 on any one fire; and C. Medical expense limit shall be not less than $5,000 on any one person. .7 Umbrella excess liability: $5,000,000 over primary insurance

§ 11.1.3 Certificates of insurance and copies of the insurance policies shall be job specific and in form acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These certificates and the insurance policies required by this Paragraph 11.1.3 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days’ prior written notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force after final payment and are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Section 9.10.2. The certificate of insurance shall specifically state that X, C, and U coverage is provided. If this insurance is written on the comprehensive liability policy, the certificates shall be in the form of AIA Document G705 – Certificate of Insurance. If this insurance is written on a commercial general liability policy form, Accord Form 25S will be acceptable. § 11.1.4 The Contractor shall cause each Subcontractor to (i) procure insurance reasonably satisfactory to the Owner and (ii) name the Indemnities as additional insureds under the Subcontractor’s comprehensive general liability






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policy. The additional insured endorsement included on the Subcontractor’s comprehensive general liability policy shall state that coverage is afforded the additional insureds with respect to claims arising out of operations performed by or on behalf of the Contractor. If the additional insured have other insurance that is applicable to the loss, such other insurance shall be on an excess or contingent basis. The amount of the insurer’s liability under this insurance policy shall not be reduced by the existence of such other insurance. § 11.2 OWNER’S LIABILITY INSURANCE The Owner shall be responsible for purchasing and maintaining the Owner’s usual liability insurance. The Contractor shall purchase and maintain insurance covering the Owner’s contingent liability for claims which may arise from operations under the Contract. § 11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE

§ 11.3.1 Optionally, the Owner may require the Contractor to purchase and maintain Project Management Protective Liability insurance from the Contractor’s usual sources as primary coverage for the Owner’s, Contractor’s and Architect’s vicarious liability for construction operations under the Contract. Unless otherwise required by the Contract Documents, the Owner shall reimburse the Contractor by increasing the Contract Sum to pay the cost of purchasing and maintaining such optional insurance coverage, and the Contractor shall not be responsible for purchasing any other liability insurance on behalf of the Owner. The minimum limits of liability purchased with such coverage shall be equal to the aggregate of the limits required for Contractor’s Liability Insurance under Clauses 11.1.1.2 through 11.1.1.5. § 11.3.2 To the extent damages are covered by Project Management Protective Liability insurance, the Owner, Contractor and Architect waive all rights against each other for damages, except such rights as they may have to the proceeds of such insurance. The policy shall provide for such waivers of subrogation by endorsement or otherwise. § 11.3.3 The Owner shall not require the Contractor to include the Owner, Architect or other persons or entities as additional insureds on the Contractor’s Liability Insurance coverage under Paragraph 11.1. §11.4 PROPERTY INSURANCE § 11.4.1 Owner Contractor shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder’s risk “all-risk” or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract modifications and cost of materials supplied or installed comprising total value for the entire Project at the site on a replacement cost basis. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all person and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.4 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, the Co-Prime Contractors and other contractors contracting with the Owner in connection with construction of the Project. The form of policy for this coverage shall be completed value. § 11.4.1.1 Property insurance shall be on an “all-risk” or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect’s and Owner’s services and expenses required as a result of such insured loss. § 11.4.1.2 The insurance required by this subparagraph shall show Owner, Contractor, and Subcontractor as Co-insured and shall cover all of Owner’s property involved in the Project. The Contractor shall immediately furnish to the Owner and the Architect copies of all endorsements that are subsequently issued amending coverage or limits. § 11.4.1.3 If the property insurance requires deductibles, the Owner Contractor shall pay costs not covered because of such deductibles. § 11.4.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit.






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§ 11.4.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. § 11.4.2 BOILER AND MACHINERY INSURANCE § 11.4.2.1 The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds. § 11.4.2.2 The Contractor has the option to purchase such insurance and riders to his insurance to cover Theft, Business Interruption, Extra Expense, Installation, Contractors Equipment as he deems prudent to cover possible losses due to acts of God (force majeure) including loss of income and financial damages due to loss of income caused by delays in construction from a covered peril. This option shall be the sole remedy for damages that are not a result of Owner, Architect, or their agents’ actions, omissions or failure to take action. § 11.4.3 WAIVERS OF SUBROGATION

§ 11.4.3.1 The Owner and Contractor waive all rights against (1) each other, Owner’s Program Manager, and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and (2) the Architect, Architect’s consultants, separate contractors described in Article 6, if any, and any of their subcontractors, sub-subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent of actual recovery of any insurance provided under any property insurance obtained pursuant to this Section 11.4 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect’s consultants, separate contractors described in Article 6, if any, and the subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. § § 11.4.3.2 A loss insured under the property insurance shall be adjusted by the Owner and made payable to the Owner on behalf of the insureds, as their interests may appear, subject to requirements of Section 11.4.4. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. § 11.4.4 The Owner shall deposit in a separate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or as otherwise determined by Owner. If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7. § 11.4.5 The Owner as fiduciary shall have power to adjust and settle a loss with insurers on behalf of all insureds and all parties in interest. § 11.5 PERFORMANCE BOND AND PAYMENT BOND

§ 11.5.1 Contractor shall furnish bonds satisfactory to Owner covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements, as required by N.C.G.S. 143-129 and as specifically required in the Contract Documents on the date of execution of the Contract. § 11.5.2 The Contractor shall deliver the required bonds to the Owner when he delivers the executed contracts to the Architect, or if the Work is to be commenced prior thereto in response to a Letter of Intent, the Contractor shall, prior to the commencement of the Work, submit evidence satisfactory to the Owner that such bonds will be furnished.






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§ 11.5.3 The Contractor shall keep the surety informed of the progress of the Work, and, where necessary, obtain the surety’s consent to, or waiver of, (i) notice of changes in the Work; (ii) request for reduction or release of retention; (iii) request for final payment; and (iv) any other item required by the Surety. The Owner may, in the Owner’s sole discretion, inform the Surety of the progress of the Work and obtain consents as necessary to protect the Owner’s rights, interest, privileges, and benefits under and pursuant to any bond issued in connection with the Work. § 11.6 GENERAL INSURANCE REQUIREMENTS § 11.6.1 In no event shall any failure of the Owner to receive and review copies or certificates or policies required under Section 11.1 or to demand receipt of such copies or certificates be construed as a waiver by the Owner or the Architect of the Contractor’s obligations to obtain insurance pursuant to this Section 11. The obligation to procure and maintain such insurance is a separate responsibility of the Contractor and independent of the duty to furnish a certified copy or certificate of such insurance policies. § 11.6.2 If the Contractor fails to purchase and maintain, or require to be purchased and maintained, any insurance required under this Section 11, the Owner may, but shall not be obligated to, upon five (5) days’ written notice to the Contractor, purchase such insurance on behalf of the Contractor and shall be entitled to be reimbursed by the Contractor upon demand. § 11.6.3 When any required insurance, due to the attainment of a normal expiration date or renewal date, shall expire, the Contractor shall supply the Owner with Certificates of Insurance and amendatory riders or endorsements that clearly evidence the continuation of all coverage in the same manner, limits of protection, and scope of coverage as was provided by the previous policy. In the event any renewal or replacement policy, for whatever reason obtained or required, is written by a carrier other than that with whom the coverage was previously placed, or the subsequent policy differs in any way from the previous policy, the Contractor shall also furnish the Owner with a certified copy of the renewal or replacement policy unless the Owner provides the Contractor with prior written consent to submit only a Certificate of Insurance for any such policy. All renewal and replacement policies shall be in form and substance satisfactory to the Owner and written by carriers acceptable to the Owner. § 11.6.4 Any aggregate limit under the Contractor’s liability insurance shall, by endorsement, apply to this project separately. § 11.6.5 Prior to commencement of the Work, the Contractor shall file with the Owner one (1) certified copy of the policy or policies providing this property insurance coverage, each containing those endorsements specifically related to the Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire until at least thirty (30) days’ prior written notice has been given to the Owner, Architect and Contractor. § 11.6.6 All insurance required by this Contract shall be written by a company or companies having a rating of “A” or above by A.M. Best Company and which are licensed and authorized to do business in North Carolina. § 11.6.7 The Contractor shall not commence work under this Contract until he has obtained all the insurance and bonds required hereunder and such insurance and bonds have been approved by the Owner, nor shall the Contractor allow any subcontractor to commence work on his subcontract until all similar insurance and bonds required of the subcontractor have been so obtained and approved. Approval of the insurance by the Owner shall not relieve or decrease the liability of the Contractor hereunder. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 UNCOVERING OF WORK

§ 12.1.1 If a portion of the Work is covered contrary to the Architect’s or Owner’s request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect or Owner, be uncovered for the Architect’s and Owner’s examination and be replaced at the Contractor’s expense without change in the Contract Time. § 12.1.2 If a portion of the Work has been covered which the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate






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Change Order, be at the Owner’s expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractor’s expense unless the condition was caused by the Owner or a separate contractor, in which event the Owner shall be responsible for payment of such costs. If the condition was caused by separate contractor, Contractor may make a claim for extra costs as provided in Article 15. § 12.2 CORRECTION OF WORK § 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION The Contractor shall promptly correct Work rejected by the Architect or Owner or Work failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. If Contractor does not promptly commence such repair and continuously and efficiently proceed to completion, Owner may correct the portion of the Work rejected and Contractor or its surety shall reimburse Owner therefore. Costs of correcting such rejected Work, including additional testing and inspections, and compensation for the Architect’s services and expenses made necessary thereby, shall be at the Contractor’s expense. § 12.2.2 In addition to the Contractor’s obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.4. In the judgment of the Architect or Owner, should any material, equipment or systems require corrective work because of defects in material or workmanship within the warranty period, the Contractor shall complete all required corrective work as expeditiously as possible, but in any event within thirty (30) days of notice. Contractor’s warranty obligations as contained herein shall be in addition to such other obligations Contractor may have for correcting defective Work imposed by this Agreement or otherwise imposed by law. Upon completion of any Work under or pursuant to this Section 12.2, there shall be a one (1) year warranty and correction period in connection with repairs and corrections performed. The obligations under this Section 12.2 shall cover any repairs and replacement to any part of the Work or other property that is damaged by the defective Work. § 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor’s correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations that the Contractor might have under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific warranty obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor’s liability with respect to the Contractor’s obligations other than specifically to correct the Work. § 12.3 ACCEPTANCE OF NONCONFORMING WORK If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. The acceptance of non-conforming Work by the Owner shall only be by written Change Order or Construction Change Directive, signed by the Owner. No person has authority to accept non-conforming work except the Owner. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 GOVERNING LAW The Contract shall be governed by the law of the State of North Carolina.






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§ 13.2 SUCCESSORS AND ASSIGNS § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2 or set forth elsewhere in the Contract Documents, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 13.3 WRITTEN NOTICE Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. § 13.4 RIGHTS AND REMEDIES § 13.4.1 Except as expressly provided in the Contract Documents, duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. § 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach there under, except as may be specifically agreed in writing. § 13.4.3 The invalidity of any part or provision of the Contract Documents shall not impair or affect in any manner the validity, enforceability or effect of the remaining parts and provisions of the Contract Documents. § 13.5 TESTS AND INSPECTIONS § 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities having jurisdiction shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded. § 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.5.3, shall be at the Owner’s expense. § 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures, cost of retesting for verification compliance, and compensation for the Architect’s services and expenses shall be at the Contractor’s expense. The Contractor also agrees that the cost of testing services required for the convenience of the Contractor in his scheduling and performance of the Work, and the cost of testing services related to remedial operations performed to correct deficiencies in the Work, shall be borne by the Contractor. § 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. § 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing.






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§ 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.6 INTEREST § 13.6.1 Undisputed payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate of eight percent (8%) per annum. § 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD

§ 13.7.1 As between the Owner and Contractor:

.1 Before issuance of Final Certificate for Payment: As to acts or failures to act occurring prior to the issuance of the Final Certificate for Payment, any applicable statute of limitations or statute of repose shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events as of the date of the issuance of the final Certificate for Payment.

.2 After Final Certificate for Payment: As to acts or failures to act occurring after the relevant date

of issuance of the final Certificate for Payment, any applicable statute of limitations or statute of repose shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events as of the date of any act or failure to act by the Contractor pursuant to any Warranty provided under Section 3.5, the date of any correction of the Work or failure to correct the Work by the Contractor under Section 12.2, or the date of actual commission of any other act or failure to perform any duty or obligation by the Contractor or Owner, whichever occurs last.

§ 13.8 CHOICE OF FORUM

§ 13.8.1 All litigation pertaining to or arising from or relating to this Agreement or the Work described herein shall be conducted in the General Court of Justice, Superior Court Division for Guilford County (Greensboro) or in the federal court residing in that District, which courts shall be the exclusive forums for any such litigation. § 13.8.2 Any arbitration or mediation arising from or related to this Agreement or the Work shall be conducted in Guilford County, North Carolina at a place designated by Owner. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 TERMINATION BY THE CONTRACTOR § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons:

.1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped;

.2 An act of government, such as a declaration of national emergency that requires all Work to be stopped;

In the event of a stoppage of the Work exceeding five (5) days, Contractor shall be entitled to an adjustment of the Contract Time, Contract Sum and GMP as provided in Section 14.3. § 14.1.2 The Contractor may terminate the Contract if the Architect has not, within the time provided by the Contract Documents, issued a Certificate for Payment or has not notified the Contractor of the reason for withholding certification as provided in Section 9.4, or because the Owner has not made payment on the undisputed portion of a Certificate for Payment which has been certified by the Architect for Payment within 30 days of the date required by the Contract Documents. § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may give twenty-one (21) days’ written notice to the Owner and Architect that Contractor is considering terminating the Contract and shall state specifically and in detail all grounds for termination. If Owner or Architect has not cured the specified grounds for termination set forth in the written notice within twenty-one (21) days of receipt of such notice, Contractor may, upon giving fifteen (15) additional days’ written notice, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and






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machinery, including reasonable job site overhead, cost and profit earned to date and the other items set out in Section 14.4. Contractor waives all consequential damages including, but not limited to, home office overhead and those damages set forth in Section 15.1.8. § 14.2 TERMINATION BY THE OWNER FOR CAUSE

§ 14.2.1 The Owner may terminate the Contract or complete any portion of the Work using its own or separate forces at the Contractor’s expense if the Contractor:

.1 refuses or fails to supply enough properly skilled workers or proper materials;

.2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors;

.3 disregards laws, statutes, ordinances, codes, rules and regulations, or orders of a public authority having jurisdiction;

.4 fails to begin remedial action within any time period set forth in any Notice of Violation issued by NCDENR, and/or within forty-eight (48) hours after receipt by the Contractor of written notice from the Owner;

.5 falls more than fourteen (14) days behind the progress required by the Contractors Construction Schedule (or fails to achieve any milestone as required therein), and fails promptly to take reasonable steps, as determined by Owner, to regain the period of delay;

.6 fails to comply with its coordination and/or scheduling obligations;

.7 fails to comply with its obligations under the Guilford County Schools ARRA Reporting

Requirements, if applicable, or .8 otherwise is guilty of substantial breach of a provision of the Contract Documents.

§ 14.2.2 When any of the above reasons exist, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor’s surety, if any, seven days’ written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety:

.1 Take possession of the site and of all plans, files, electronic records or information, materials, equipment, tools, and construction equipment and machinery thereon owned or leased by or in the control of the Contractor;

.2 Take assignment of subcontracts pursuant to Section 5.4;

.3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor reasonable documentation of the costs incurred by the Owner in finishing the Work; and

.4 Require Contractor to provide to Owner within seven days of notice of termination, a complete summary and recap of all contracts and agreements with subcontractors, suppliers, materialmen, consultants, independent contractors and any other entity with which Contractor has contracted in connection with the Project (collectively the “Contractor’s Subcontractors”). The recap shall set out the following information for each of the Contractor’s Subcontractors: (i) initial contract amount, (ii) a list of all approved change orders, (iii) a list of all pending change orders and a description thereof, (iv) a list of the billings by each of Contractor’s Subcontractors and a list of payments; (v) a list of the amounts billed on each change order, and a list of payments and such other information and documentation as the Owner or Architect may, in their discretion, require; (vi) a list of all applicable offsets or backcharges. The required summary and recap shall be certified as correct by an officer of Contractor. Along with the recap, Contractor shall deliver all invoices, evidences of payment, subcontracts, change orders and agreements.

Upon receipt of notification of termination, Contractor shall not remove any of the property described in Section 14.2.2 and will take all necessary action not to interfere with Owner’s rights upon termination. Contractor acknowledges that his failure to comply with the requirements of Section 14.2.2 and 14.2.3 will entitle Owner to equitable relief, including a mandatory injunction to compel Contractor’s performance. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 Upon final completion, Architect shall determine the reasonable cost of completion of the Work, which determination shall be final and conclusive. Architect shall issue a change order, to be executed by Owner and Architect only. Agreement by Contractor to the cost of completion will not be required. Additional charges and






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Claims by the other co-prime Contractors for delay, impact or acceleration which have not previously been addressed by change order shall be charged against Contractor’s Contract balance. If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect’s services and expenses made necessary thereby, liquidated damages and other recoverable damages incurred by the Owner, as well as costs, and expenses incurred (including reasonable attorneys’ fees arising from termination and defending any claim brought by Contractor or others), such excess shall be paid to the Contractor. If such costs, expenses and damages exceed the unpaid balance (as adjusted), the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall survive termination of the Contract or Contractor’s performance. § 14.2.5 Upon termination, Owner shall not be obligated to rebid the Work and may have the Work completed in such manner as Owner deems appropriate, including cost of the Work plus a fee. Owner is entitled to select the replacement contractor which selection shall not be based solely upon the basis of the fee proposed or total cost of completion, but shall also consider the replacement Contractor’s ability to perform the Work in a quality manner and complete the Project in an expeditious manner. § 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent

.1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or

.2 that an equitable adjustment is made or denied under another provision of the Contract. § 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE

§ 14.4.1 The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause. § 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner’s convenience, the Contractor shall

.1 cease operations as directed by the Owner in the notice;

.2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and

.3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.

§ 14.4.3 Upon such termination, the Contractor shall recover, as its sole remedy, payment for Work properly performed in connection with the terminated portion of the Work prior to the effective date of termination, for items properly and timely fabricated off the Project site, delivered and stored in accordance with the Owner’s instructions, and for reasonable cost of demobilization. The Contractor hereby waives and forfeits all other claims for payment and damages, including, without limitation, anticipated profits. The Owner shall be credited for (i) payments previously made to the Contractor for the terminated portion of the Work, (ii) claims that the Owner or other Contractors have against the Contractor under the Contract, and (iii) the value of the materials, supplies, equipment, or other items that are to be disposed of by the Contractor that are part of the Contract Sum. § 14.4.4 Upon termination by Owner under this Section, Contractor shall submit a final payment application for (a) all reasonable costs and direct jobsite expenses incurred through the date of termination; (b) reasonable direct jobsite costs incurred in connection with demobilization, restocking and securing the site; (c) a reasonable rental for Contractor’s equipment, tools, construction equipment and machinery retained by Owner at termination, which will be returned to Contractor on or before final completion; (d) retainage earned as of the date of termination; and (e) the percentage of overhead and profit earned to date based upon the percentage of completion of Contractor’s Work as of the date of termination as determined by Architect and Owner. Owner shall withhold such amounts as the Architect and/or Owner deem appropriate for such matters as pending claims or defective work or as otherwise allowed by the Contract Documents.






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§ 14.4.5 Contractor will include in each of its subcontracts and purchase order, a provision which allows termination for convenience on the same terms as set forth above. § 14.5 Termination of the contract by Owner will not excuse Contractor or its surety for compliance of the Work performed prior to the date of termination with the Contract Documents. § 14.6 In the event that Owner purports to terminate this Agreement for cause and it is subsequently determined that no grounds for termination for cause exist, such termination shall be deemed a termination by Owner for convenience, and the provisions of Article 14.4 shall be applicable. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 CLAIMS § 15.1.1 DEFINITION A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of Contract terms, payment of money, extension of time, or other relief with respect to the terms of the Contract. The term “Claim” also includes other disputes and matters in question between the Owner and Contractor, the Contractor and Architect, or the Contractor and other Contractors, arising out of or relating to the Contract. Claims must be initiated by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim. § 15.1.2 NOTICE OF CLAIMS § 15.1.2.1 Notice of claim by Contractor must be made within seven (7) days after occurrence of the event giving rise to such Claim or within seven (7) days after the Contractor first recognizes (or should have recognized) the condition giving rise to the Claim, whichever is later. Notice of claim must be made in writing. § 15.1.2.2 Time is of the essence with respect to providing notice and filing claims by Contractor. The initial notice of claim filed in writing shall provide notice of the event giving rise to the claim with sufficient detail to allow Architect, Owner to investigate such claim. The initial notice of claim filed by Contractor shall also include Contractor’s best estimate of the additional cost and impact on the schedule. A final claim shall be filed by Contractor within twenty-one (21) days from completion of the additional work involved in the claim. Such final claim shall be fully documented with support for all costs claimed and shall include an updated schedule showing the effect on the time for completion. Failure of Contractor to strictly comply with this procedure shall constitute a waiver and release of such claim. Any claim shall represent the entire claim for that event, and no additional claims for impact, delay, or cumulative effect shall be made by the Contractor. § 15.1.3 CONTINUING CONTRACT PERFORMANCE If the Contractor believes that any action or directive of the Owner or Architect entitles Contractor to make Claim for an increase in the Contract Sum or Contract Time, written notice as provided herein shall be given and written authorization from Owner to proceed shall be received before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.5. Pending final resolution of a Claim, except as otherwise agreed in writing, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents for work and/or claims for Payment not disputed by Owner. § 15.1.4 CLAIMS FOR CONCEALED OR UNKNOWN CONDITIONS § 15.1.4.1 Owner may make available to Contractor, either in the Project Manual or otherwise, the results of any site investigation test, borings, analysis, studies or other tests by or in the possession of Owner or Architect. Such materials are for information only and are not part of the Contract. Owner makes no representation or warranty that such materials or information are accurate or accurately represent the actual conditions at the site. Contractor shall verify all information contained herein before commencement of construction. Failure to do so shall constitute a waiver of all claims (to the extent any are available) which Contractor may have at any time. The Project site will be made available to Contractors upon reasonable notice, to conduct such tests and investigations as the Contractors may deem appropriate. The site shall be turned to its prior condition by Contractor immediately after completion of any such testing or investigation. § 15.1.4.2 If conditions are encountered at the site which could not have reasonably been discovered as a result of due and diligent testing and investigation and which are (1) subsurface or otherwise concealed physical conditions






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which differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those (i) ordinarily found to exist in the area where the Project is located and (ii) generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then written notice describing the condition shall be given by Contractor to Owner and Architect within three (3) days after first observance. The condition shall not be disturbed prior to investigation by Architect and Owner, who will promptly investigate such conditions. If such conditions qualify under this Article 15.1.4.2 and Contractor believes that such conditions will cause an increase in the Contractor’s cost of, or time required for, performance of any part of the Work, Contractor shall give notice and file a claim pursuant to Article 15. § 15.1.5 CLAIMS FOR ADDITIONAL COST

§ 15.1.5.1 Against Owner:

.1 If the Contractor believes additional cost is involved for reasons attributable to Owner including, but not limited to (1) an order by the Owner to stop the Work where the Contractor was not at fault, (2) failure of payment by the Owner, (3) termination of the Contract by the Owner, (4) Owner’s suspension of the Work, (5) failure of the Owner or Architect to make a decision or act, or (6) other reasonable grounds for which Owner is responsible. Contractor shall notify Architect and Owner within five (5) days of the actions or inactions.

.2 Owner’s exercise of any of its rights pertaining to changes, regardless of the extent or number of

such changes, or Owner’s exercise of any of its remedies of suspension of the Work, or requirement of correction or re-execution of any defective Work shall not under any circumstances to be construed as interference with Contractor’s performance of the Work.

§ 15.1.5.2 Against Architect: If the Contractor believes that additional cost or delay is involved as a result of the actions, failure to act, errors or omissions of the Architect, for which Contractor claims Architect is responsible including, (1) failure to correct incomplete or ambiguous plans and specifications in a timely manner, (2) failure to respond in a timely manner to requests made by Contractor, (3) improper administration of the Contract, or (4) other reasonable cause, Contractor shall notify Owner and Architect within five (5) days of the date of the actions or inactions of the Architect or the date the errors and omissions in the plans and specifications are discovered. § 15.1.5.3 Owner’s and Architect’s Rights to Cure:

.1 Contractor shall notify Owner, Program Manager and Architect in writing as early as possible in advance of when decisions or actions are required from Owner or Architect, so as not to delay Contractor’s Work.

.2 Should Contractor be delayed in performance of the Work by Owner or Architect, Contractor shall

deliver to Owner and Architect a written notice of such delay within five (5) days of the commencement of such delay. Time is of the essence with respect to notice of delay and the scheduled completion date herein established.

.3 If Owner and/or Architect removes the cause of delay attributable to Owner and/or Architect

within five (5) days from the receipt of such notice, Contractor shall not be entitled to additional compensation or an extension of time. If Owner and/or Architect fails to remove the cause of such delay within five (5) days from receipt of such notice, Contractor may, subject to the requirements and limitations imposed by the Contract Documents, make a claim for additional compensation as provided in Article 15 and request an extension of time for the period of delay as provided herein. Failure of Contractor to adhere strictly to the requirements of this subparagraph shall constitute a waiver of Contractor’s claim for extra compensation and an extension of time.

§ 15.1.6 SUBMISSION OF CLAIM TO ARCHITECT






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All claims by a Contractor against the Owner or the Architect shall be submitted to the Architect and Owner for decision by the Architect as provided in this Article 15 and Contractor shall strictly comply with the requirements of Article 15. § 15.1.7 CLAIMS FOR ADDITIONAL TIME

§ 15.1.7.1 If the Contractor wishes to obtain an increase in the Contract Time, a Claim should be submitted in strict compliance with Article 15.1.2 and the other applicable requirements of Article 15. Contractor’s Claim for delay must be supported by a critical path analysis which shows to the satisfaction of the Architect and Owner that the delay involved was to a critical party activity (or activities), was not caused or materially contributed to in whole or part by Contractor (or anyone for which Contractor is responsible) or any other Prime Contractor, and results in a delay to Substantial Completion of the Work. Contractor will not be entitled to an extension of time or any damages for delay where there is concurrent delay for which a Prime Contractor or Contractor (or anyone for which Contractor is responsible) is responsible in whole or part. Contractor’s claim for additional compensation for delay shall be limited to reasonable actual, additional direct costs incurred at the job site without mark-up for overhead and profit. No consequential damages or home-office overhead or expenses shall be recoverable. § 15.1.7.2 If abnormal, adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the critical path of construction. The determination of the allowability of a claim for an increase in the Contract Time due to adverse weather conditions shall be made as follows:

.1 .Acceptable data for substantiating a claim for additional time due to abnormal weather conditions will be the records of the National Oceanographic and Atmospheric Administration (NOAA) for the prior five (5) years. In the absence of NOAA records for the specific Project site, upon mutual agreement, local official records will be the basis. Furthermore, the effect of such abnormal weather must be demonstrated. Claims for extensions of construction time due to adverse weather conditions shall include National Oceanic and Atmospheric Administration (NOAA) Climatological Reports for the months involved, plus a report indicating the precipitation, temperature, etc., for the past five (5) years from the nearest reporting station. This data will be used to determine the number of adverse weather days which the Contractor would normally expect to encounter. Extensions of time may be requested for any month of construction for days lost, which affect the critical path of construction, due to adverse weather in excess of the expected lost time. The Contractor agrees that an extension of time is the only compensation due him for an adverse weather delay.

.2 Actual adverse weather delay days are those on which adverse weather prevents work on critical path

activities for fifty percent (50%) or more of the Contractor’s scheduled work day. The number of actual adverse weather delay days shall be calculated chronologically from the first to the last day of each month, and be recorded as full days.

.3 In calculating the number of days to be added to the Contract Time due to the impacts of adverse weather for any prior or subsequent month(s) in which the number of actual number of adverse weather delay days is (are) less than the anticipated number of adverse weather delay days, the Owner shall be credited with the difference between the anticipated and actual adverse weather delay days experienced in said month(s).

.4 Upon commencement of on-site activities and continuing throughout construction, the Contractor shall record daily the occurrence of adverse weather and resultant impact to critical path activities. Adverse weather days must be calculated each month from the onset of the project. Only days on which the actual inclement weather occurs are considered adverse weather days. Subsequent days with wet ground conditions or other “impact days” shall not be considered adverse weather days.

.5 Within twenty-one (21) consecutive calendar days of the last day of any month (hereinafter referred to as the “Reporting Month”), Contractor shall submit a written adverse weather report, including copies of the Contractor’s daily weather reports and applicable Climatological data from the National Oceanic and Atmosphere Administration (NOAA) or similar data for the project location. Notwithstanding any other provisions, failure to submit the required written report within the time specified above shall be deemed to be and shall constitute a waiver by Contractor of any and all claims for delay due to adverse weather conditions occurring during said Reporting Month.

.6 Contractor agrees that dates under this Contract will not be extended due to normal inclement weather.






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For a time extension to be granted for abnormal, inclement weather; a) Such weather must, in the opinion of the Architect and Owner’s Representative, actually have an adverse effect upon the progress of the Contractor’s work which is of a critical nature (critical path activity) and; b) in the opinion of the Architect and Owner’s Representative, the adverse effect must not be due to any fault or negligence of Contractor and could not have been avoided by the Contractor through proper planning, coordination and implementation of adequate weather protection necessary to allow the Work to be continued without adverse effect upon labor production. Contractor agrees that the fact that abnormal inclement weather may occur does not, to itself, justify any time extension further.

.7 Requests for extensions of Contract Time due to adverse weather conditions (“weather extremes”) shall be submitted with each monthly Application for Payment. The Contractor agrees that adverse weather shall be determined by the number of days in a particular month with adverse weather due to excessive precipitation shall be the number of days recorded with 0.50 inches or more of precipitation in excess of the normal daily average for the month, or the number of days in excess of the normal number of days with 0.10 inches of precipitation, whichever is less. Any days with less than 0.10 inches of precipitation will not be considered as an adverse weather day and will not count as a rain day in these calculations. The weather data from the closest station will be used to perform the calculations. Snow and ice shall be converted to water based on 1 inch snow/ice equals 1/10th inch of water.

.9 No extension of time will be made for abnormal inclement weather (adverse weather) after principal portions of the Work are enclosed except for site work which remains on the critical path and critically affects the Contract Time or specific dates. For the purpose of this Paragraph, the term “enclosed” is defined to mean when the Work is sufficiently closed in (exterior walls up and roof in place) so as to permit any structure or major portion thereof which is part of the Work, to be adequately conditioned so as to allow the various trades to perform their work. The Architect shall determine, with concurrence of Owner’s Representative, when the structure is “enclosed” and shall issue, upon the request of the Contractor, a letter certifying the date the Work became enclosed for the purpose hereof.

.10 The Construction Progress Schedule shall be updated each month that inclement weather days accrue.

.11 Claims for extension of Contract Time for delays and excessive inclement weather (adverse weather) delay days shall be deemed to be satisfied by the Owner granting an extension of time only and do not entitle the Contractor to reimbursement for extended overhead or direct field supervision or other costs.

§ 15.1.8 CLAIMS FOR CONSEQUENTIAL DAMAGES The Contractor and Owner waive all Claims against the other for consequential damages arising out of or relating to this Contract. This waiver includes but is not limited to damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This waiver is applicable, without limitation, to all consequential damages due to termination by the Contractor in accordance with Section 14.1. Notwithstanding the foregoing, this Section shall not be applicable to waive any claim for consequential damages incurred by the Owner should Liquidated Damages not be recoverable. Nothing contained in this Section shall be deemed to preclude the recovery of other direct damages to the extent allowed herein, and strictly in accordance with the requirements of the Contract Documents. § 15.2 RESOLUTION OF CLAIMS AND DISPUTES § 15.2.1 DECISION OF ARCHITECT

§ 15.2.1.1 Claims, including those alleging an error or omission by the Architect shall be referred initially to the Architect for decision. Except as herein provided, an initial decision by the Architect shall be required as a condition precedent to mediation, arbitration or litigation (as may be applicable) instituted by Contractor of Claims arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Architect with no action having been taken by the Architect. § 15.2.1. 2 The Architect will review Claims and within ten days of the receipt of the Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Architect is unable to resolve the Claim if the Architect lacks sufficient information to evaluate the merits of the Claim.






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§ 15.2.1.3 In evaluating Claims, the Architect may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Architect in rendering a decision. The cost of retention of such persons, if any, shall be at the expense of the non-prevailing party. § 15.2.1.4 If the Architect requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten (10) days after receipt of such request, and shall either provide a response on the requested supporting data, advise the Architect when the response or supporting data will be furnished or advise the Architect that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Architect will either reject or approve the Claim in whole or in part. § 15.2.1.5 The Architect will approve or reject Claims by written decision, which shall state the reasons therefor and which shall notify the parties of any change in the Contract Sum or Contract Time or both. The approval or rejection of a Claim by the Architect shall be final and binding on the parties but subject to further review as provided in the Contract Documents. § 15.2.6. When a written decision of the Architect states that “the decision is final but subject to mediation, arbitration or judicial proceeding,” a demand for arbitration (if appropriate) or judicial proceeding contesting a Claim covered by such decision must be made within 30 days after the final written decision. Failure to demand arbitration (if appropriate) or to commence judicial proceedings within said 30 day period shall result in the Architect’s decision becoming final and binding. If the Architect renders a decision pertaining to a matter about which arbitration or judicial proceedings have already been initiated, such decision may be entered as evidence, but shall not supersede arbitration proceedings unless the decision is acceptable to all parties concerned. § 15.2.1.7 Upon receipt of a Claim against the Contractor or at any time thereafter, the Architect or the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor’s default, the Architect or the Owner may, but is not obligated to, notify the surety and request the surety’s assistance in resolving the controversy. § 15.3 MEDIATION § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract except those waived as provided for in Sections 9.10.4 and 15.1.8 shall be subject to mediation as a condition precedent to binding dispute resolution. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section 15.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 15.3.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 15.4 ARBITRATION § 15.4.1 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded.






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§ 15.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. § 15.4.2 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 15.4.3 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 15.4.4 CONSOLIDATION OR JOINDER § 15.4.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 15.4.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. ARTICLE 16 NON-DISCRIMINATION § 16.1 The non-discrimination clause contained in Section 202 (Federal) Executive Order 11246, as amended by Executive Order 11375, relative to equal employment opportunity for all persons without regard to race, color, religion, sex or national origin, and the implementing rules and regulations prescribed by the secretary of Labor, are incorporated herein. § 16.2 The Contractor agrees not to discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant is qualified. The contractor agrees to take affirmative action to employ, advance in employment and otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicap in all employment. ARTICLE 17 COORDINATION § 17.1 OWNER’S DELEGATION OF COORDINATION. Owner has delegated and assigned to the General Construction Contractor all of Owner’s duties and obligations for coordination of the Work of all Contractors as well as Owner’s own forces. Owner shall have no coordination obligations in connection with the Project. § 17.2 COORDINATION BY CONTRACTORS Each Contractor shall coordinate its construction activities with those of other Contractors and other entities involved to assure efficient and orderly installation of each part of the Work and the earliest possible completion of the Project. Each Contractor shall coordinate its operations with operations included under different Sections of the Specifications that are dependent upon each other for proper installation, connection, and operation. Failure of any Contractor to perform the coordination responsibilities as required by this Article 17 and as otherwise required in the Contract Documents shall constitute a breach of Contract.

a. Where installation of one part of the Work is dependent on installation of other components, either before or after its own installation, each Contractor shall schedule its construction activities in the sequence required to obtain the best results.






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b. Where availability of space is limited, each Contractor shall coordinate installation of different components with other Contractors to assure maximum accessibility for required maintenance, service, and repair.

c. Each Contractor shall make adequate provisions to accommodate items scheduled for

later installation.

d. Where necessary, prepare memoranda for distribution to each party involved outlining special procedures required for coordination. Include items such as required notices, reports, and attendance at meetings.

§ 17.3 CONSERVATION Each Contractor shall coordinate construction activities to ensure that operations are carried out with consideration given to conservation of energy, water, and materials. § 17.4 ADMINISTRATIVE AND SUPERVISORY PERSONNEL AND DUTIES § 17.4.1 In addition to its Project Superintendent, each Contractor shall provide other administrative and supervisory personnel required for proper performance of the Work, including special personnel required for coordination of operations with the other Contractors. § 17.4.2 Project Coordinator: The General Construction Contractor shall be the Project Expediter and shall designate a Project Coordinator, experienced in administration and supervision of all aspects of building construction, including mechanical, plumbing and electrical Work. The Project Coordinator shall be authorized to act as the coordinator of all construction activities between the separate Contractors and shall expedite all construction activities.

.1 Construction activities requiring coordination by the Project Coordinator include but are not limited to:

a. Scheduling and sequencing all Work for the entire Project.

b. Sharing access to Work spaces.

c. Installations.

d. Protection of each other’s Work.

e. Cutting and patching.

f. Selections for compatibility.

g. Preparation of Coordination Drawings.

h. Inspections and tests.

i. Temporary services and facilities. § 17.4.3 OTHER COORDINATORS. The Heating, Ventilating and Air Conditioning (HVAC) Contractor, the Electrical Contractor, the Plumbing Contractor, the Fire Protection Contractor (if separate), and any other specialty contractor (as required by the Owner) shall each designate a Coordinator for their own Work experienced in administrative and supervisory coordination of their particular Work. This experience shall include coordination of the type of operations required for this Project, and coordination of their Work with other types of operations. Each Coordinator shall be required to act as the specialized Coordinator of construction activities for their Work, and between those activities and activities of other separate Contracts. Construction activities requiring coordination by each Coordinator include but are not limited to:






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a. Scheduling and sequencing of their Work;

b. Sharing access to Work spaces;

c. integration of their Work into limited spaces available to other Contractors;

d. Protection of each Contractor’s Work;

e. cutting and patching;

f. tolerances;

g. preparation of Drawings for their Work;

h. inspections and tests; i. utilization of temporary services and facilities for their Work.

§ 17.5 COORDINATION MEETINGS § 17.5.1 No less frequently than on a monthly basis, the General Construction Contractor shall schedule and conduct Project coordination meetings at regularly scheduled times convenient for all parties involved. Project coordination meetings are in addition to specific meetings held for other purposes, such as progress meetings. The General Construction Contractor shall provide notice of such meetings sufficiently in advance to allow Owner and Architect to attend if they so desire. § 17.5.2 The General Construction Contractor shall request representation at each meeting by every party currently involved in coordination or planning for the construction activities involved. The Contractors (and their Subcontractors) so requested shall attend. § 17.5.3 The General Construction Contractor shall record meeting results, and within three days following each meeting, distribute copies to everyone in attendance and to the others affected by decisions or actions resulting from each meeting, with a copy to the Owner and Architect. § 17.6 RESOLUTION OF COORDINATION DISPUTES In the event that, despite the Project Coordinator’s and the other Contractor’s coordinators’ best efforts, they are unable to obtain proper cooperation from or coordination with other Contractors or necessary parties, the General Construction Contractor shall, in a prompt manner so as not to delay construction progress, submit to the Architect and Owner a written report detailing the problems involved and the General Construction Contractor’s recommendations and proposed solution. Upon receipt of such report and after conducting such investigation, if any, as the Architect may deem necessary, the Architect shall issue a final decision resolving all issues addressed in the report, and all parties affected will promptly comply with the Architect’s final decision. Owner shall have no responsibility for coordination, or resolving coordination disputes, or for any claims, damages or expenses incurred by anyone in connection therewith. Should any Contractor feel that it has a claim as a result of the failure of any other Contractor as a result of that Contractor’s failure to provide the required coordination, it shall be submitted to the Architect for decision a claim as provided in Article 15. Any amounts awarded by Architect shall be charged against the responsible Contractor’s Contract as provided in Article 15 along with all damage, claims, costs and expenses (including reasonable attorneys’ fees) incurred by Owner. ARTICLE 18 DAMAGES § 18.1 Contractor recognizes and acknowledges that if the Work is not completed and available for occupancy by the required completion date, the Owner will incur substantial actual and consequential damages including, but not limited to, the cost of moving and relocating students or providing temporary facilities, etc. The Owner shall be entitled to actual and consequential damages in the event it is not entitled to recover liquidated damages. § 18.2 The Owner will also incur additional architectural fees and extended fees for Owner’s consultants and Project/Program Manager. In addition to the damages set forth in Article 18.1 or liquidated damages, Owner will be






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entitled to collect the cost of additional and/or extended Architect, Consultant or Project Manager fees and expenses. Contractor shall also be responsible for all damages costs and expenses incurred by Owner as a result of Contractor’s failure to perform strictly as required by the Contract Documents, including, but not limited to attorneys’ fees and expenses and costs and expenses incurred in mediation, arbitration or litigation including additional Architect fees and all discovery costs and expert witness fees.

GENERAL CONDITIONS AMENDMENT

REQUEST Section 00 73 00


Please modify the AIA A201 – 2007 General Conditions as follows:

[ENTER GENERAL CONDITIONS AMENDMENTS HERE]

SUMMARY OF WORK Section 01 11 00

SUMMARY OF WORK

PART 1 - GENERAL

.1 RELATED DOCUMENTS

A. Drawings and general provisions of the Contract, including General and Supplementary

Conditions and other Division 1 Specification Sections, apply to this Section.

.2 WORK COVERED BY CONTRACT DOCUMENTS

A. The Project is: NATHANAEL GREENE ELEM. SCHOOL DOOR REPLACEMENT

1. Project Location: NATHANAEL GREENE ELEM. SCHOOL,


2. Owner: Guilford County Schools

B. Contract Documents, dated June 29, 2016 were prepared for the Project by Robbins

Architecture, PA 2640 Willard Dairy Road, Suite 122, High Point, NC 27265

C. The Work generally includes: Replacement of Doors, Frames and Hardware

.3 CONTRACTOR USE OF PREMISES

A. Refer to Special Project Procedures Section 01 35 13 and Work Restrictions 01 14 00.

.4 OCCUPANCY REQUIREMENTS

A. Full Owner Occupancy: The Owner will occupy the site and existing building during the entire

construction period. Cooperate with the Owner during construction operations to minimize

conflicts and facilitate owner usage. Perform the Work so as not to interfere with the Owner's

operations.

.5 MISCELLANEOUS PROVISIONS

PART 2 - PRODUCTS (Not Applicable)

PART 3 - EXECUTION (Not Applicable)

END OF SECTION 01 11 00

WORK RESTRICTIONS Section 01 14 00

WORK RESTRICTIONS


PART 1 -

1.1 RELATED DOCUMENTS

A. Drawings, general provisions of the Contract, including General Conditions, other Division 1

Specification Sections, and all other contract bid documents apply to this Section.

1.2 USE OF PREMISES

A. Use of Site: Limit use of premises to work in areas indicated. Do not disturb portions of site

beyond areas in which the Work is indicated.

1. Limits: Confine constructions operations to comply with Guilford County Schools

security badge system.

2. Guilford County Schools Occupancy: Allow for Guilford County Schools occupancy of

site according to the Project Plan.

3. Driveways and Entrances: Keep driveways and entrances serving premises clear and

available to Guilford County Schools, Guilford County Schools employees, and

emergency vehicles at all times. Do not use these areas for parking or storage of

materials.

a. Schedule deliveries to minimize use of driveways and entrances.

b. Schedule deliveries to minimize space and time requirements for storage of

materials and equipment on-site.

1.3 SUMMARY

A. This Section includes a summary of each contract, including responsibilities for coordination

and temporary facilities and controls.

B. Specific requirements of each contract are also indicated in individual Specification Sections, All

Bid Documents and on Drawings.

1.4 OCCUPANCY REQUIREMENTS

A. Full Guilford County Schools Occupancy: Guilford County Schools will occupy site and

existing building during entire construction period. Cooperate with Guilford County Schools

during construction operations to minimize conflicts and facilitate Guilford County Schools

usage. Perform the Work so as not to interfere with Guilford County Schools’ operations.

B. Partial Guilford County Schools Occupancy: Guilford County Schools reserves the right to

occupy and to place and install equipment in completed areas of building, before Substantial


WORK RESTRICTIONS

Completion, provided such occupancy does not interfere with completion of the Work. Such

placement of equipment and partial occupancy shall not constitute acceptance of the total Work.

1.5 SPECIAL REQUIREMENTS

A. Prime and subcontractors are required to comply with Article 2 of Chapter 64 of the North

Carolina General Statutes, including but not limited to, the use of E-Verify to verify the legal

employment status of its employees.

Each prime and subcontractor shall sign and return their Affidavit of E-Verification to Guilford

County Schools at the time they return their contract.

If at any time during the project additional workers are hired by the prime or subcontractor, the

prime or subcontractor shall notify Guilford County Schools, sign and return an Affidavit of E-

Verification prior to the new hire beginning work on the project.

If at any time during the project additional prime or subcontractors are added to the project,

Guilford County Schools shall be notified, and the new prime or subcontractor shall sign and

return an Affidavit of E-Verification prior to commencing work on the project.

B. Criminal Background Investigations of individuals working on school property (sites occupied

with students and sites not occupied with students).

C. At a minimum, the contractor shall obtain a complete North Carolina statewide criminal

background investigation for all employees and subcontractors who will work on this project,

covering a period for the last seven (7) years. In the event that the contractor or subcontractor is

from out of state, the criminal background investigation shall be broadened to include their

home state, as well as the state of North Carolina as outlined above. The company providing

such information must be recognized by local law enforcement agency as qualified to do so.

All costs associated with these criminal background checks is the responsibility of the

contractor.

Each prime contractor will be responsible for all their employees and all of their subcontractors

working under them.

On sites that are occupied with students and staff, a daily sign-in sheet will be presented by each

prime contractor to the principal and SRO – Student Resource Officer by 9:00 a.m. each

morning. If there is no SRO – provide to the Principal. This list will contain the name of each

person on site and the company they work for.

On sites that are new or unoccupied by students and staff – each prime contractor will provide

the daily sign-in sheet to the Owner’s Rep who will be designated by the Owner at the Pre-

Construction Meeting.

The daily sign in log will be made available to the successful prime contractors at the Pre-

Construction Meeting.


WORK RESTRICTIONS

D. Any individual with the following criminal convictions or pending charges will NOT be

permitted on any school project or property.

Child molestation or abuse;

1. Child molestation or abuse;

2. Child pornography;

3. Repeated domestic violence charges or convictions;

4. Rape or felony sexual assault;

5. Any sexually oriented crime;

6. Drugs: Felony use, possession or distribution;

7. Carjacking or automotive theft;

8. Felonies involving firearms or other deadly weapons;

9. Felony arson or destruction of property;

10. Felony theft, burglary, home invasion or robbery;

11. Felony racketeering or extortion;

12. Felony kidnapping;

13. Felony assault, battery, homicide, murder, attempted murder or other violent felony; or

14. Hate crimes.

E. Any individual with a prior conviction or pending charges contained in the aforementioned list,

shall be banned (not allowed) from any school project or property.

F. Each person on site must wear a plastic laminated identification badge that identifies the name

of the company and the person’s name. These badges are to be computer produced at a font

large enough to be clearly visible. All costs associated with these criminal background checks

is the responsibility of the contractor. The ID badge template will be made available to the

successful prime contractors at the Pre-Construction Meeting.

G. Guilford County Schools, may, at any time, request verification of criminal background

investigation for any employee or subcontractor on school property.

H. There is a NO TOBACCO policy on all property owned by Guilford County Schools.

Therefore, use of any type of tobacco product is prohibited. Workers will be asked to leave the

site for the balance of the day on their first offense. Workers will be asked to permanently leave

the site after the first offense.

I. If, in the opinion of the Architect, the General Contractor does not properly water tight the

building from the elements – the Owner maintains the right to call in a 3rd party Industrial

Hygienist for the purpose of evaluating the infiltration of moisture. This Industrial Hygienist

will prepare a report of corrective action necessary to prevent future mold and mildew issues

and the General Contractor is solely responsible for the corrective action necessary, as well as

all costs associated with the services of the Industrial Hygienist and any additional surface or air

quality testing fees that may be required to insure a safe building. No finishes, including

drywall work are to commence until the building is permanently enclosed.


WORK RESTRICTIONS

J. All contractors understand and agree that the primary use of an occupied school facility is for

the instructional programming to benefit the achievement of the students enrolled in said

facility. During periods of standardized and other major testing such as EOG’s, etc.. the

contractors agree to pursue quiet operations that do not disturb the testing operations. No

claims for delay will be considered for these days of quiet operation during periods of testing.

K. In the event the contractor fails to meet their schedule and this failure to meet the scheduled

completion dates affect the delivery of Owner furnished furniture and / or equipment – the

Owner has the right (at the sole expense of the contractor) to procure the services of security

guards to protect furniture and / or equipment that has been delivered to the project until such

time as contractor has met the requirements for the Owner’s permanent occupancy of the

building (Substantial Completion). The Contractor further agrees that they will pay for all

handling, shipping and storage costs associated with the storage of furniture and equipment that

cannot be delivered and placed in the building due to the Contractor’s failure to meet the

scheduled completion dates.

PART 2 - PRODUCTS (Not Used)

PART 3 - EXECUTION (Not Used)


ALLOWANCES Section 01 21 00

ALLOWANCES 1

Nathanael Greene Elem. School Door Replacement

PART 1 – GENERAL


A. The Drawings and provisions of the General Conditions, Supplementary General Conditions, and other

Sections included under Division1, General Requirements, are included as a part of this Section as though

bound herein.

B. Designate in Pay Requests and Schedule of Values separate item for cost allowances. Also breakdown

costs as follows:

1. Products/materials

2. Work

1.2 ALLOWANCES FOR PRODUCTS/MATERIAL:

A. Purchase product/material under allowance only as directed by A/E.

B. Amount of allowance includes:

1. Net cost of product.

2. Delivery to the site.

3. Applicable taxes.

C. In addition to amount of allowance, include in bid, for inclusion in Contract Sum, Contractor’s cost for:

1. Handling at site including unloading, uncrating, and storage.

2. Protection from elements, from damage.

3. Labor, installation, and finishing.

4. Other expenses (e.g., testing, adjusting, and balancing) required to completed installation.

5. Overhead and profit.

1.3 ALLOWANCES FOR WORK

A. Provide Work under allowance only as directed by A/E.

B. Amount of Allowance includes:

1. Net cost of product.

2. Delivery to the site.

3. Applicable taxes.

4. Handling at site including unloading, uncrating, and storage.

5. Protection from elements, from damage.

6. Labor, installation, and finishing.


ALLOWANCES 2

7. Other expenses required to complete installation.

8. A fixed percentage for overhead and profit. Overhead shall include supervision; superintendence;

wages of time-keepers, watchmen, and clerks; hand tools, general office expense; and other expenses

not included in “cost” under 1. Through 8. Above.

a) For Work (labor, materials, and equipment) completed by the Contractor with his own labor, 10

percent shall be added for overhead and profit.

b) For Work (labor, materials, and equipment) completed by subcontractor of the Contractor, 5

percent shall be added for overhead and profit.

1.4 SELECTION OF PRODUCT/MATERIAL

A. Architect/Engineer’s Duties

1. Consult with Contractor in consideration of product/material and suppliers.

2. Make selection, designate product/material to be used.

3. Notify Contractor in writing, designating:

a) Product, size, color, and texture

b) Supplier

c) Cost, delivered at site

B. Contractor’s Duties

1. Assist A/E in determining qualified suppliers.

2. Obtain proposals from suppliers when requested by Architect/Engineer.

3. Make appropriate recommendations for consideration by Architect/Engineer.

4. Notify A/E in writing, of effect anticipated by selection of product or supplier under consideration on:

a) Construction Schedule.

b) Contract Sum.

5. On notification of selection enter into purchase agreement with designated supplier.

6. Arrange for delivery and unloading.

7. Promptly inspect product for damage or defects.

8. Submit claims for transportation damage.

1.5 ADJUSTMENT OF CASH ALLOWANCES

A. Unused amounts of moneys included under allowances shall be credited to the Owner by deduct change

order prior to approval of Final Application for Payment.

PART 2 – PRODUCTS (NOT APPLICABLE)


ALLOWANCES 3

PART 3 – EXECUTION

3.1 RENOVATION/UNFORESEENS ALLOWANCE

A. Renovation/Unforeseen Allowance for those items and Work hidden, undetectable, or unforeseen and not

visible from pre-bid, on-site observation, or not shown, called-for, or reasonably implied in the

Contract Documents and which is in compliance with N.C. Building Code and Division of Facility Services

requirements. Refer to Schedule at end of section.

3.2 UNKNOWN/UNFORESEEN SITE CONDITIONS ALLOWANCE:

A. Unknown/Unforeseens Site Conditions Allowance for wetlands, groundwater & additional erosion control

measures required by local code enforcement officials and those subsurface items and Work hidden,

undetectable, or unforeseen and not visible from pre-bid, on-site observation, or not shown, called-for, or

reasonably implied in the Contract Documents and which is in compliance with N.C. Building Code and

Division of Facility Services requirements. Refer to Schedule at end of section.

B. Other conditions shall be addressed as they are discovered and their remedies are established.

3.3 SCHEDULE OF ALLOWANCES

A. Allowances for Work: Note: If not described below, refer to Article 1.3 for description of what is included

in the allowance.

Lump Sum Allowance 1. $6,000 – Miscellaneous Hardware Allowance Not Indicated on Schedule


ALTERNATES Section 01 23 00

ALTERNATES


PART 1 - GENERAL


A. Drawings, general provisions of the Contract, including General Conditions, other Division 1

Specification Sections, and all other contract bid documents apply to this Section.

1.2 SUMMARY

A. This Section includes administrative and procedural requirements for alternates.

B. Specific requirements of each contract are also indicated in individual Specification Sections,

All Bid Documents and on Drawings.

1.3 DEFINITIONS

A. Alternate: An amount proposed by bidders and stated on the Bid Form for certain work defined

in the Bidding Requirements that may be added to or deducted from the Base Bid amount if

Owner decides to accept a corresponding change either in the amount of construction to be

completed or in the products, materials, equipment, systems, or installation methods described

in the Contract Documents.

1. The cost or credit for each alternate is the net addition to or deduction from the Contract

Sum to incorporate alternate into the Work. No other adjustments are made to the

Contract Sum.

1.4 PROCEDURES

A. Coordination: Modify or adjust affected adjacent work as necessary to completely integrate

work of the alternate into Project.

1. Include as part of each alternate, miscellaneous devices, accessory objects, and similar

items incidental to or required for a complete installation whether or not indicated as part

of alternate.

B. Notification: Prior to award of the Contract, the Architect will notify each party involved, in

writing, of the status of each alternate. The Architect will indicate if alternates have been

accepted, rejected, or deferred for later consideration. The Contractor agrees to honor pricing

on Bid Alternates for a period of 120 calendar days.

C. Execute accepted alternates under the same conditions as other work of the Contract.

ALTERNATES Section 01 23 00

ALTERNATES

D. Schedule: A Schedule of Alternates is included at the end of this Section. The Bid Documents

contain technical requirements for materials necessary to achieve the work described under each

alternate.

PART 2 - PRODUCTS (Not Used)

PART 3 - EXECUTION

3.1 SCHEDULE OF ALTERNATES

A. Alternate #1: DOOR # 3 Deduct B. Alternate #2: DOOR # 4 Deduct C. Alternate #3: DOOR # 7 Deduct

D. Alternate #4: DOOR # 9 Deduct E. Alternate #5: DOOR # 13 Deduct F. Alternate #6: DOOR # 14 Deduct G. Alternate #7: DOOR # 15 Deduct


SUBSTITUTIONS PROCEDURES Section 01 25 00

SUBSTITUTIONS PROCEDURES


PART 1 - GENERAL


A. Drawings and general provisions of Contract, including General and Supplementary Conditions

and other Division-1 Specification Sections, apply to this Section.

.2 SUMMARY

A. This Section specifies administrative and procedural requirements for handling requests for

substitutions made after award of the Contract.

B. The Contractor's Construction Schedule and the Schedule of Submittals are included under

Section "Submittals."

C. Standards: Refer to Section "Definitions and Standards" for applicability of industry standards to

products specified.

D. Procedural requirements governing the Contractor's selection of products and product options are

included under Section "Materials and Equipment."

.3 DEFINITIONS

A. Definitions used in this Article are not intended to change or modify the meaning of other terms

used in the Contract Documents.

B. Substitutions: Requests for changes in products, materials, equipment, and methods of

construction required by Contract Documents proposed by the Contractor after award of the

Contract are considered requests for "substitutions." The following are not considered

substitutions:

1. Substitutions requested by Bidders during the bidding period, and accepted prior to award

of Contract, are considered as included in the Contract Documents and are not subject to

requirements specified in this Section for substitutions.

2. Revisions to Contract Documents requested by the Owner or Architect.

3. Specified options of products and construction methods included in Contract Documents.

4. The Contractor's determination of and compliance with governing regulations and orders

issued by governing authorities.

.4 SUBMITTALS



A. Substitution Request Submittal: Requests for substitution will be considered if received within 30

days after commencement of the Work. Requests received more than 30 days after

commencement of the Work may be considered or rejected at the discretion of the Architect.

1. Submit 3 copies of each request for substitution for consideration. Submit requests in the

form and in accordance with procedures required for Change Order proposals.

2. Identify the product, or the fabrication or installation method to be replaced in each request.

Include related Specification Section and Drawing numbers. Provide complete

documentation showing compliance with the requirements for substitutions, and the

following information, as appropriate:

a. Product Data, including Drawings and descriptions of products, fabrication and

installation procedures.

b. A detailed comparison of significant qualities of the proposed substitution with those

of the Work specified. Significant qualities may include elements such as size,

weight, durability, performance and visual effect.

c. Coordination information, including a list of changes or modifications needed to

other parts of the Work and to construction performed by the Owner and separate

Contractors, that will become necessary to accommodate the proposed substitution.

d. A statement indicating the substitution's effect on the Contractor's Construction

Schedule compared to the schedule without approval of the substitution. Indicate the

effect of the proposed substitution on overall Contract Time.

e. Cost information, including a proposal of the net change, if any in the Contract Sum.

f. Certification by the Contractor that the substitution proposed is equal-to or better in

every significant respect to that required by the Contract Documents, and that it will

perform adequately in the application indicated. Include the Contractor's waiver of

rights to additional payment or time, that may subsequently become necessary

because of the failure of the substitution to perform adequately.

3. Architect's Action: Within one week of receipt of the request for substitution, the Architect

will request additional information or documentation necessary for evaluation of the

request. Within 2 weeks of receipt of the request, or one week of receipt of the additional

information or documentation, whichever is later, the Architect will notify the Contractor of

acceptance or rejection of the proposed substitution. If a decision on use of a proposed

substitute cannot be made or obtained within the time allocated, use the product specified

by name. Acceptance will be in the form of a Change Order.

PART 2 - PRODUCTS

.1 SUBSTITUTIONS

A. Conditions: The Contractor's substitution request will be received and considered by the Architect

when one or more of the following conditions are satisfied, as determined by the Architect;

otherwise requests will be returned without action except to record noncompliance with these

requirements.

1. Extensive revisions to Contract Documents are not required.

2. Proposed changes are in keeping with the general intent of Contract Documents.



3. The request is timely, fully documented and properly submitted.

4. The request is directly related to an "or equal" clause or similar language in the Contract

Documents.

5. The specified product or method of construction cannot be provided within the Contract

Time. The request will not be considered if the product or method cannot be provided as a

result of failure to pursue the Work promptly or coordinate activities properly.

6. The specified product or method of construction cannot receive necessary approval by a

governing authority, and the requested substitution can be approved.

7. A substantial advantage is offered the Owner, in terms of cost, time, energy conservation or

other considerations of merit, after deducting offsetting responsibilities the Owner may be

required to bear. Additional responsibilities for the Owner may include additional

compensation to the Architect for redesign and evaluation services, increased cost of other

construction by the Owner or separate Contractors, and similar considerations.

8. The specified product or method of construction cannot be provided in a manner that is

compatible with other materials, and where the Contractor certifies that the substitution will

overcome the incompatibility.

9. The specified product or method of construction cannot be coordinated with other

materials, and where the Contractor certifies that the proposed substitution can be

coordinated.

10. The specified product or method of construction cannot provide a warranty required by the

Contract Documents and where the Contractor certifies that the proposed substitution

provide the required warranty.

B. The Contractor's submittal and Architect's acceptance of Shop Drawings, Product Data or

Samples that relate to construction activities not complying with the Contract Documents does not

constitute an acceptable or valid request for substitution, nor does it constitute approval.



MODIFICATION PROCEDURES Section 01 26 00

MODIFICATION PROCEDURES


PART 1 - GENERAL .1 RELATED DOCUMENTS A. Drawings and general provisions of the Contract, including General and Supplementary

Conditions and other Division 1 Specification Sections, apply to this Section. .2 SUMMARY A. This Section specifies administrative and procedural requirements for handling and processing

contract modifications. B. Related Sections: The following Sections contain requirements that relate to this Section: 1. Division 1 Section "Submittals" for requirements for the Contractor's Construction

Schedule. 2. Division 1 Section "Applications for Payment" for administrative procedures governing

Applications for Payment. 3. Division 1 Section "Product Substitutions" for administrative procedures for handling

requests for substitutions made after award of the Contract. .3 MINOR CHANGES IN THE WORK A. The Architect will issue supplemental instructions authorizing minor changes in the Work, not

involving adjustment to the Contract Sum or Contract Time, on AIA Form G710, Architect's Supplemental Instructions.

.4 CHANGE ORDER PROPOSAL REQUESTS A. Owner-Initiated Proposal Requests: The Architect will issue a detailed description of proposed

changes in the Work that will require adjustment to the Contract Sum or Contract Time. If necessary, the description will include supplemental or revised Drawings and Specifications.

1. Proposal requests issued by the Architect are for information only. Do not consider them as

an instruction either to stop work in progress or to execute the proposed change. 2. Within 10 days of receipt of a proposal request, submit an estimate of cost necessary to

execute the change to the Architect for the Owner's review. a. Include a list of quantities of products required and unit costs, with the total amount

of purchases to be made. Where requested, furnish survey data to substantiate quantities.

b. Indicate applicable taxes, delivery charges, equipment rental, and amounts of trade discounts.



c. Include a statement indicating the effect the proposed change in the Work will have on the Contract Time.

B. Contractor-Initiated Proposals: When latent or unforeseen conditions require modifications to the

Contract, the Contractor may propose changes by submitting a request for a change to the Architect.

1. Include a statement outlining the reasons for the change and the effect of the change on the

Work. Provide a complete description of the proposed change. Indicate the effect of the proposed change on the Contract Sum and Contract Time.

2. Include a list of quantities of products required and unit costs, with the total amount of purchases to be made. Where requested, furnish survey data to substantiate quantities.

3. Indicate applicable taxes, delivery charges, equipment rental, and amounts of trade discounts.

4. Comply with requirements in Section "Product Substitutions" if the proposed change requires substitution of one product or system for a product or system specified.

C. Proposal Request Form: Use Change Order Request Form Section 00 63 57 for Change Order

Proposal Requests. 1. Include sufficient documentation of quantities and unit prices to allow evaluation of quantities

with respect to the work required and the intent of the change. Require subcontractors to provide comparable documentation for their work.

2. Do not use lump sum pricing for any trade or subcontract in excess of $500.00. 3. Permit charge for overhead and profit determined as follows:

a. for the Contractor, for any work performed by his employees or agents 10% of the costs. Deduct 5% for deductive change orders;

b. for the Contractor, for work performed by his Subcontractor, 5% of the amount due the subcontractor; and

c. for each Subcontractor, for work performed by such Subcontractor, his employees and agents, 10% of the costs.

d. “Costs” shall not include home-office charge or expenses, supervisions, superintendents, wages of time keepers, watchmen and clerks, small tools, incidentals, general office expense and all other expenses generally constituting overhead or general conditions. The proposals from the contractor for extra work shall include a breakdown showing cost for materials, labor, insurance and overhead and profit and bonds.

4. The maximum total combined markup for bonds and insurance will be two (2) percent of the total amount.

.5 ALLOWANCES A. Allowance Adjustment: For allowance-cost adjustment, base each Change Order Proposal on the

difference between the actual purchase amount and the allowance, multiplied by the final measurement of work-in-place. Where applicable, include reasonable allowances for cutting losses, tolerances, mixing wastes, normal product imperfections, and similar margins.

1. Include installation costs in the purchase amount only where indicated as part of the

allowance.



2. When requested, prepare explanations and documentation to substantiate the margins claimed.

3. The Owner reserves the right to establish the actual quantity of work-in-place by independent quantity survey, measure, or count.

B. Submit claims for increased costs because of a change in scope or nature of the allowance

described in the Contract Documents, whether for the purchase order amount or the Contractor's handling, labor, installation, overhead, and profit. Submit claims within 21 days of receipt of the Change Order or Construction Change Directive authorizing work to proceed. The Owner will reject claims submitted later than 21 days.

1. Do not include the Contractor's or subcontractor's indirect expense in the Change Order

cost amount unless it is clearly shown that the nature or extent of work has changed from what could have been foreseen from information in Contract Documents.

2. No change to the Contractor's indirect expense is permitted for selection of higher or lower-priced materials or systems of the same scope and nature as originally indicated.

.6 CONSTRUCTION CHANGE DIRECTIVE A. Construction Change Directive: When the Owner and the Contractor disagree on the terms of a

Proposal Request, the Architect may issue a Construction Change Directive on AIA Form G714 or similar form. The Construction Change Directive instructs the Contractor to proceed with a change in the Work, for subsequent inclusion in a Change Order.

1. The Construction Change Directive contains a complete description of the change in the

Work. It also designates the method to be followed to determine change in the Contract Sum or Contract Time.

B. Documentation: Maintain detailed records on a time and material basis of work required by the

Construction Change Directive. 1. After completion of the change, submit an itemized account and supporting data necessary

to substantiate cost and time adjustments to the Contract. .7 CHANGE ORDER PROCEDURES A. Upon the Owner's approval of a Proposal Request, the Architect will issue a Change Order for

signatures of the Owner and the Contractor on AIA Form G701. PART 2 - PRODUCTS (Not Applicable) PART 3 - EXECUTION (Not Applicable) END OF SECTION 01 26 00

Request for Information Section 01 26 13

1 of 1

Date:



To: Robbins Architecture, PA

2640 Willard Dairy Road, Suite 122

High Point, NC 27265

[email protected]

RFI Number:

In reference to the above listed project, we are hereby requesting a clarification, determination and/or

information concerning the following:

Section Number: Drawing Number:

Requested By: Date of Request:

Title: Date Reply Required:

In reply to your request, be advised:

Reply By: Date of Reply:

Title: Date Reply Returned:

PAYMENT PROCEDURES Section 01 29 00

APPLICATIONS FOR PAYMENT 1


PART 1 - GENERAL




.2 SUMMARY

A. This Section specifies administrative and procedural requirements governing the Contractor's

Applications for Payment.

B. Related Sections: The following Sections contain requirements that relate to this Section.

1. Schedules: The Contractor's Construction Schedule and Submittal Schedule are specified

in Division 1 Section "Submittals."

.3 SCHEDULE OF VALUES

A. Coordination: Coordinate preparation of the Schedule of Values with preparation of the

Contractor's Construction Schedule.

1. Correlate line items in the Schedule of Values with other required administrative schedules

and forms, including:

a. Contractor's Construction Schedule.

b. Application for Payment forms, including Continuation Sheets.

2. Submit the Schedule of Values to the Architect at the earliest possible date but no later than

7 days before the date scheduled for submittal of the initial Applications for Payment.

B. Format and Content: Use the Project Manual table of contents as a guide to establish the format

for the Schedule of Values. Provide at least one line item for each Specification Section.

1. Identification: Include the following Project identification on the Schedule of Values:

a. Project name and location.

b. Name of the Architect.

c. Project number.

d. Contractor's name and address.

e. Date of submittal.



2. Arrange the Schedule of Values in tabular form with separate columns to indicate the

following for each item listed:

a. Related Specification Section or Division.

b. Description of Work.

c. Name of subcontractor.

d. Name of manufacturer or fabricator.

e. Name of supplier.

f. Change Orders (numbers) that affect value.

g. Dollar value.

1) Percentage of Contract Sum to nearest one-hundredth percent, adjusted to

total 100 percent.

3. Provide a breakdown of the Contract Sum in sufficient detail to facilitate continued

evaluation of Applications for Payment and progress reports. Coordinate with the Project

Manual table of contents. Break principal subcontract amounts down into several line

items.

4. Round amounts to nearest whole dollar; the total shall equal the Contract Sum.

5. Provide a separate line item in the Schedule of Values for each part of the Work where

Applications for Payment may include materials or equipment, purchased or fabricated and

stored, but not yet installed.

a. Differentiate between items stored on-site and items stored off-site. Include

requirements for insurance and bonded warehousing, if required.

7. Provide separate line items on the Schedule of Values for initial cost of the materials, for

each subsequent stage of completion, and for total installed value of that part of the Work.

8. Margins of Cost: Show line items for indirect costs and margins on actual costs only when

such items are listed individually in Applications for Payment. Each item in the Schedule

of Values and Applications for Payment shall be complete. Include the total cost and

proportionate share of general overhead and profit margin for each item.

b. Temporary facilities and other major cost items that are not direct cost of actual

work-in-place may be shown either as separate line items in the Schedule of Values

or distributed as general overhead expense, at the Contractor's option.

9. Schedule Updating: Update and resubmit the Schedule of Values prior to the next

Applications for Payment when Change Orders or Construction Change Directives result in

a change in the Contract Sum.

.4 APPLICATIONS FOR PAYMENT

A. Each Application for Payment shall be consistent with previous applications and payments as

certified by the Architect and paid for by the Owner.

1. The initial Application for Payment, the Application for Payment at time of Substantial

Completion, and the final Application for Payment involve additional requirements.



B. Payment-Application Times: The date for each progress payment application is the seventh day

of each month. The period covered by each Application for Payment starts on the day following

the end of the preceding period and ends 7 days prior to the date for each progress payment.

C. Payment-Application Forms: Use AIA Document G702 and Continuation Sheets G703 as the

form for Applications for Payment. Use the Sales Tax form to report applicable state and county

sales taxes. Include a completed Payment Application Cover Sheet with each application.

D. Application Preparation: Complete every entry on the form. Include notarization and execution

by a person authorized to sign legal documents on behalf of the Contractor. The Architect will

return incomplete applications without action.

1. Entries shall match data on the Schedule of Values and the Contractor's Construction

Schedule. Use updated schedules if revisions were made.

2. Include amounts of Change Orders and Construction Change Directives issued prior to the

last day of the construction period covered by the application.

E. Sales Tax Summary – The project is subject to a sales tax rebate for the Owner. Each contractor

and subcontractor shall submit a summary of payments made and invoices received including

sales taxes for the month being billed. Each contractor shall maintain these accounts on the form

included in this project manual entitled Certificate Concerning North Carolina State and County

Sales Tax (hereinafter referred to as the “Sales Tax Form”. All supporting documentation is

required on a monthly basis along with the payment application. Supporting documentation is

identified on the form. When the Contractor submits multiple Sales Tax Forms, he shall also

provide a notarized summary form that lists each Subcontractor and the taxes reported by that

subcontractor. A total for each column shall be computed and reported on this summary sheet.

This summary sheet shall be the first sheet of the sales tax reports submitted.

F. Transmittal: Submit two (2) signed and notarized original copies of each Application for Payment

(including separately notarized sales tax reports) to the Architect by a method ensuring receipt

within 24 hours. Both copies shall be complete, including waivers of lien and similar attachments,

when required.

1. Transmit each copy with a transmittal form listing attachments and recording appropriate

information related to the application, in a manner acceptable to the Architect.

G. Waivers of Mechanics Lien: With each Application for Payment, submit waivers of mechanics

liens from subcontractors, sub-subcontractors and suppliers for the construction period covered by

the previous application.

2. Submit partial waivers on each item for the amount requested, prior to deduction for

retainage, on each item. Retainage is to be calculated at a rate of 5% and will be withheld

in accordance with the requirements set forth in the N.C. General Statutes

3. When an application shows completion of an item, submit final or full waivers.

4. The Owner reserves the right to designate which entities involved in the Work must submit

waivers.



5. Waiver Forms: Submit waivers of lien on forms, and executed in a manner, acceptable to

the Owner.

H. Initial Application for Payment: Administrative actions and submittals, that must precede or

coincide with submittal of the first Application for Payment, include the following:

1. List of subcontractors.

2. List of principal suppliers and fabricators.

3. Schedule of Values.

4. Contractor's Construction Schedule (preliminary if not final).

5. Schedule of principal products.

6. Submittal Schedule (preliminary if not final).

7. List of Contractor's staff assignments.

8. List of Contractor's principal consultants.

9. Copies of building permits.

10. Copies of authorizations and licenses from governing authorities for performance of the

Work.

11. Certificates of insurance and insurance policies.

12. Data needed to acquire the Owner's insurance.

13. Initial settlement survey and damage report, if required.

17. Completed Payment Application coversheet, and all items itemize thereon.

I. Application for Payment at Substantial Completion: Following issuance of the Certificate of

Substantial Completion, submit an Application for Payment.

1. This application shall reflect Certificates of Partial Substantial Completion issued

previously for Owner occupancy of designated portions of the Work.

2. Administrative actions and submittals that shall precede or coincide with this application

include:

a. Occupancy permits and similar approvals.

b. Warranties (guarantees) and maintenance agreements.

c. Test/adjust/balance records.

d. Maintenance instructions.

e. Startup performance reports.

f. Final cleaning.

g. Application for reduction of retainage and consent of surety.

h. Advice on shifting insurance coverages.

i. Final progress photographs.

j. List of incomplete Work, recognized as exceptions to Architect's Certificate of

Substantial Completion.

J. Final Payment Application: Administrative actions and submittals that must precede or coincide

with submittal of the final Application for Payment include the following:

1. Completion of Project closeout requirements.

2. Completion of items specified for completion after Substantial Completion.

3. Ensure that unsettled claims will be settled.

4. Ensure that incomplete Work is not accepted and will be completed without undue delay.



5. Transmittal of required Project construction records to the Owner.

6. Proof that taxes, fees, and similar obligations were paid.

7. Removal of temporary facilities and services.

8. Removal of surplus materials, rubbish, and similar elements.

9. Submit Appendix E MBE Documentation for Contract Payments as documentation of

payment to minority businesses for work on the Project.

10. Submit Lien Waivers from subcontractors and major equipment suppliers.

11. Submit Affidavit of Payment of Debts and Claims with all supporting documentation.




PROJECT MANAGEMENT & COORDINATION Section 01 31 00

PROJECT MANAGEMENT & COORDINATION


PART 1 - GENERAL


A. Drawings, general provisions of the Contract, including General Conditions, other

Division 1 Specification Sections, and all other contract bid documents apply to this

Section.

1.2 SUMMARY

A. This Section includes administrative provisions for coordinating construction operations on

` Project including, but not limited to, the following:

1. General project coordination procedures.

2. Conservation.

3. Coordination Drawings.

4. Administrative and supervisory personnel.

5. Project meetings.

B. Each contractor shall participate in coordination requirements. Certain areas of

responsibility will be assigned to a specific contractor.

C. Specific requirements of each contract are also indicated in individual Specification

Sections, All Bid Documents and on Drawings.

1.3 COORDINATION

A. Coordination: The General Contractor shall coordinate construction operations included in

various Sections of the Specifications to ensure efficient and orderly installation of each

part of the Work. The GC shall coordinate construction operations, included in different

Sections that depend on each other for proper installation, connection, and operation. The

GC shall be the Project Expediter and Project Coordinator on this project.

1. The GC shall schedule construction operations in sequence required to obtain the best

results where installation of one part of the Work depends on installation of other

components, before or after its own installation.

2. Coordinate installation of different components with other contractors to ensure

maximum accessibility for required maintenance, service, and repair.

3. Make adequate provisions to accommodate items scheduled for later installation.

B. If necessary, all Prime Contractors shall prepare memoranda for distribution to each party

involved, outlining special procedures required for coordination. Include such items as

required notices, reports, and list of attendees at meetings.



1. Prepare similar memoranda for architect, Owner, Owner’s rep & Program /

Construction Manager and separate contractors if coordination of their Work is

required.

C. Administrative Procedures: The GC shall coordinate scheduling and timing of required

administrative procedures with other construction activities and activities of other

contractors to avoid conflicts and to ensure orderly progress of the Work. Such

administrative activities include, but are not limited to, the following: It is the

responsibility of all Prime Contractors to coordinate with GC in the preparation of all

scheduling and coordination issues.

1. Preparation of Contractor's Construction Schedule.

2. Preparation of the Schedule of Values.

3. Installation and removal of temporary facilities and controls.

4. Delivery and processing of submittals.

5. Progress meetings.

6. Preinstallation conferences.

7. Project closeout activities.

D. Conservation: Coordinate construction activities to ensure that operations are carried out

with consideration given to conservation of energy, water, and materials.

1. Salvage materials and equipment involved in performance of, but not actually

incorporated into, the Work.

1.4 SUBMITTALS

A. Coordination Drawings: The General Contractor is responsible for coordination /

preparation of Mechanical – Plumbing – Electrical - Technology Coordination Drawings for

optimum utilization of space for efficient installation of different components and for the

coordination for installation of products and materials fabricated by separate entities.

B. Coordination drawings are to be complete and signed off by all prime contractors or major

subs (plumbing, mechanical, electrical & technology) within 60 days of the Notice to

Proceed.

1. Indicate relationship of components shown on separate Shop Drawings.

2. Indicate required installation sequences.

3. Refer to Division 15 and Division 16 for specific Coordination Drawing requirements

for mechanical and electrical installations.

4. Preliminary coordination drawings must be submitted to the architect, Owner,

Owner’s rep & Program / Construction Manager prior to the initial pay application

being paid.

C. Staff Names: Within 5 working days of starting construction operations, all Prime

Contractors will submit a list of principal staff assignments, including superintendent and

other personnel in attendance at Project site. Identify individuals and their duties and

responsibilities; list addresses and telephone numbers, including home and office telephone

numbers.



D. Provide names, addresses, and telephone numbers of individuals assigned as standbys in the

absence of individuals assigned to Project.

1. Post copies of list in Project meeting room, in temporary field office, and by each

temporary telephone.

1.5 ADMINISTRATIVE AND SUPERVISORY PERSONNEL

A. General: In addition to Project superintendent, provide other administrative and

supervisory personnel as required for proper performance of the Work.

1. Include special personnel required for coordination of operations with other

contractors.

1.6 PROJECT MEETINGS

A. General: Schedule and conduct meetings and conferences at Project site, unless otherwise

indicated.

1. Attendees: Inform participants and others involved, and individuals whose presence

is required, of date and time of each meeting. Notify architect, Owner, Owner’s rep

& Program / Construction Manager, of scheduled meeting dates and times.

2. Agenda: Prepare the meeting agenda. Distribute the agenda to all invited attendees

at least 3 days prior to the scheduled meeting..

3. Minutes: Record significant discussions and agreements achieved. Distribute the

meeting minutes to everyone concerned, including, architect, Owner, Owner’s rep &

Program / Construction Manager within 2 days of the meeting.

B. Preconstruction Conference: The architect will schedule a pre-construction conference, at a

time convenient to contractors, architect, Owner, Owner’s rep & Program / Construction

Manager, but no later than 10 days after notice to proceed. The conference will be at

Project site or another convenient location. Conduct the meeting to review responsibilities

and personnel assignments.

1. Attendees: Authorized representatives of architect, Owner, Owner’s rep & Program /

Construction Manager, and their consultants; Contractor and its superintendent;

major subcontractors; manufacturers; suppliers; and other concerned parties shall

attend the conference. All participants at the conference shall be familiar with

Project and authorized to conclude matters relating to the Work.

2. Agenda: Discuss items of significance that could affect progress, including the

following:

a. Tentative construction schedule.

b. Phasing.

c. Critical work sequencing.

d. Designation of responsible personnel.

e. Procedures for processing field decisions and Change Orders.

f. Procedures for processing Applications for Payment.



g. Distribution of the Contract Documents.

h. Submittal procedures.

i. Preparation of Record Documents.

j. Use of the premises.

k. Responsibility for temporary facilities and controls.

l. Parking availability.

m. Office, work, and storage areas.

n. Equipment deliveries and priorities.

o. First aid.

p. Security.

q. Progress cleaning.

r. Working hours.

C. Pre-installation Conferences: Conduct a pre-installation conference at Project site before

each construction activity that requires coordination with other construction. These Pre-

Installation meetings shall include all work scopes / trades as directed by architect, Owner,

Owner’s rep & Program / Construction Manager.

1. Attendees: Installer and representatives of manufacturers and fabricators involved in

or affected by the installation and its coordination or integration with other materials

and installations that have preceded or will follow, shall attend the meeting. Advise

architect, Owner, Owner’s rep & Program / Construction Manager of scheduled

meeting dates.

2. Agenda: Review progress of other construction activities and preparations for the

particular activity under consideration, including requirements for the following:

a. Contract Documents.

b. Options.

c. Related Change Orders.

d. Purchases.

e. Deliveries.

f. Submittals.

g. Review of mockups.

h. Possible conflicts.

i. Compatibility problems.

j. Time schedules.

k. Weather limitations.

l. Manufacturer's written recommendations.

m. Warranty requirements.

n. Compatibility of materials.

o. Acceptability of substrates.

p. Temporary facilities and controls.

q. Space and access limitations.

r. Regulations of authorities having jurisdiction.

s. Testing and inspecting requirements.

t. Required performance results.

u. Protection of construction and personnel.

v. Review of the “Project Plan”.

3. Record significant conference discussions, agreements, and disagreements.



4. Do not proceed with installation if the conference cannot be successfully concluded.

Initiate whatever actions are necessary to resolve impediments to performance of the

Work and reconvene the conference at earliest feasible date.

D. Progress Meetings: Conduct progress meetings at weekly intervals. Coordinate dates of

meetings with preparation of payment requests.

1. Attendees: In addition to architect, Owner, Owner’s rep & Program / Construction

Manager, each contractor, subcontractor, supplier, and other entity concerned with

current progress or involved in planning, coordination, or performance of future

activities shall be represented at these meetings. All participants at the conference

shall be familiar with Project and authorized to conclude matters relating to the Work

within 24 hours of notification of an issue needing action by one or more parties.

2. Agenda: Review and correct or approve minutes of previous progress meeting.

Review other items of significance that could affect progress. Include topics for

discussion as appropriate to status of Project.

a. Contractor's Construction Schedule: Review progress since the last meeting.

Determine whether each activity is on time, ahead of schedule, or behind

schedule, in relation to Contractor's Construction Schedule. Determine how

construction behind schedule will be expedited; secure commitments from

parties involved to do so. Discuss whether schedule revisions are required to

ensure that current and subsequent activities will be completed within the

Contract Time. (See Section 01311 for specific scheduling requirements).

b. Review present and future needs of each entity present, including the

following:

1) Interface requirements.

2) Sequence of operations.

3) Status of submittals.

4) Deliveries.

5) Off-site fabrication.

6) Access.

7) Site utilization.

8) Temporary facilities and controls.

9) Work hours.

10) Hazards and risks.

11) Progress cleaning.

12) Quality and work standards.

13) Change Orders.

14) Documentation of information for payment requests.

3. Reporting: Distribute minutes of the meeting to each party present and to parties

who should have been present. Include a brief summary, in narrative form, of

progress since the previous meeting and report.

a. Schedule Updating: Revise Contractor's Construction Schedule after each

progress meeting where revisions to the schedule have been made or

recognized. Issue revised schedule concurrently with the report of each

meeting.



E. Coordination Meetings: Conduct Project coordination meetings at weekly intervals.

Project coordination meetings are in addition to specific meetings held for other purposes,

such as progress meetings and pre-installation conferences.

1. Attendees: In addition to architect, Owner, Owner’s rep & Program / Construction

Manager each contractor, subcontractor, supplier, and other entity concerned with

current progress or involved in planning, coordination, or performance of future

activities shall be represented at these meetings. All participants at the conference

shall be familiar with Project and authorized to conclude matters relating to the Work

2. Agenda: Review and correct or approve minutes of the previous coordination

meeting. Review other items of significance that could affect progress. Include

topics for discussion as appropriate to status of Project.

a. Combined Contractor's Construction Schedule: Review progress since the last

coordination meeting. Determine whether each contract is on time, ahead of

schedule, or behind schedule, in relation to Combined Contractor's

Construction Schedule. Determine how construction behind schedule will be

expedited; secure commitments from parties involved to do so. Discuss

whether schedule revisions are required to ensure that current and subsequent

activities will be completed within the Contract Time.

b. Schedule Updating: Revise Combined Contractor's Construction Schedule

after each coordination meeting where revisions to the schedule have been

made or recognized. Issue revised schedule concurrently with report of each

meeting.

c. Review present and future needs of each contractor present, including the

following:

1) Interface requirements.

2) Sequence of operations.

3) Status of submittals.

4) Deliveries.

5) Off-site fabrication.

6) Access.

7) Site utilization.

8) Temporary facilities and controls.

9) Work hours.

10) Hazards and risks.

11) Progress cleaning.

12) Quality and work standards.

13) Change Orders.

3. Reporting: General Contractor to record meeting results and distribute copies within

2 working days to everyone in attendance and to others affected by decisions or

actions resulting from each meeting.

PRODUCTS (Not Used)

EXECUTION (Not Used)

SUBMITTALS Section 01 33 00

SUBMITTALS


PART 1 - GENERAL




.2 SUMMARY

A. This Section includes administrative and procedural requirements for submittals required for

performance of the Work, including the following:

1. Contractor's construction schedule.

2. Submittal schedule.

3. Shop Drawings.

4. Product Data.

5. Samples.

6. Quality assurance submittals.

B. Administrative Submittals: Refer to other Division 1 Sections and other Contract Documents for

requirements for administrative submittals. Such submittals include, but are not limited to, the

following:

1. Permits.

2. Applications for Payment.

3. Performance and payment bonds.

4. Insurance certificates.

5. List of subcontractors.

C. Related Sections: The following Sections contain requirements that relate to this Section:

1. Division 1 Section "Applications for Payment" specifies requirements for submittal of the

Schedule of Values.

2. Division 1 Section "Quality Control" specifies requirements for submittal of inspection and

test reports.

3. Division 1 Section "Contract Closeout" specifies requirements for submittal of Project

Record Documents and warranties at project closeout.

.3 DEFINITIONS

A. Coordination Drawings show the relationship and integration of different construction elements

that require careful coordination during fabrication or installation to fit in the space provided or to

function as intended.


SUBMITTALS

B. Field samples are full-size physical examples erected on-site to illustrate finishes, coatings, or

finish materials. Field samples are used to establish the standard by which the Work will be

judged.

.4 SUBMITTAL PROCEDURES

A. Coordination: Coordinate preparation and processing of submittals with performance of

construction activities. Transmit each submittal sufficiently in advance of performance of related

construction activities to avoid delay.

1. Coordinate each submittal with fabrication, purchasing, testing, delivery, other submittals,

and related activities that require sequential activity.

2. Coordinate transmittal of different types of submittals for related elements of the Work so

processing will not be delayed by the need to review submittals concurrently for

coordination.

a. The [Architect/Engineer] reserves the right to withhold action on a submittal

requiring coordination with other submittals until all related submittals are received.

3. Processing: To avoid the need to delay installation as a result of the time required to

process submittals, allow sufficient time for submittal review, including time for

resubmittals.

a. Allow 2 weeks for initial review. Allow additional time if the Architect must delay

processing to permit coordination with subsequent submittals.

b. If an intermediate submittal is necessary, process the same as the initial submittal.

c. Allow 2 weeks for reprocessing each submittal.

d. No extension of Contract Time will be authorized because of failure to transmit

submittals to the Architect sufficiently in advance of the Work to permit processing.

B. Submittal Preparation: Place a permanent label or title block on each submittal for identification.

Indicate the name of the entity that prepared each submittal on the label or title block.

1. Provide a space approximately 4 by 5 inches (100 by 125 mm) on the label or beside the

title block on Shop Drawings to record the Contractor's review and approval markings and

the action taken.

2. Include the following information on the label for processing and recording action taken.

a. Project name.

b. Date.

c. Name and address of the [Architect/Engineer].

d. Name and address of the Contractor.

e. Name and address of the subcontractor.

f. Name and address of the supplier.

g. Name of the manufacturer.

h. Spec section number & name


SUBMITTALS

C. Submittal Transmittal: Package each submittal appropriately for transmittal and handling.

Transmit each submittal from the Contractor to the Architect using a transmittal form. The

Architect will not accept submittals received from sources other than the Contractor.

1. On the transmittal, record relevant information and requests for data. On the form, or

separate sheet, record deviations from Contract Document requirements, including

variations and limitations. Include Contractor's certification that information complies with

Contract Document requirements.

.5 CONTRACTOR'S CONSTRUCTION SCHEDULE

A. Bar-Chart Schedule: Prepare a fully developed, horizontal bar-chart-type, contractor's

construction schedule. Submit within 15 days after the date established for "Commencement of

the Work."

1. Provide a separate time bar for each significant construction activity. Provide a continuous

vertical line to identify the first working day of each week. Use the same breakdown of

units of the Work as indicated in the "Schedule of Values."

2. Within each time bar, indicate estimated completion percentage in 10 percent increments.

As Work progresses, place a contrasting mark in each bar to indicate Actual Completion.

3. Prepare the schedule on a sheet, or series of sheets, of stable transparency, or other

reproducible media, of sufficient width to show data for the entire construction period.

4. Secure time commitments for performing critical elements of the Work from parties

involved. Coordinate each element on the schedule with other construction activities;

include minor elements involved in the sequence of the Work. Show each activity in

proper sequence. Indicate graphically the sequences necessary for completion of related

portions of the Work.

5. Coordinate the Contractor's Construction Schedule with the Schedule of Values, list of

subcontracts, Submittal Schedule, progress reports, payment requests, and other schedules.

6. Indicate completion in advance of the date established for Substantial Completion. Indicate

Substantial Completion on the schedule to allow time for the Architect's procedures

necessary for certification of Substantial Completion.

B. Distribution: Following response to the initial submittal, print and distribute copies to the

Architect, Owner, subcontractors, and other parties required to comply with scheduled dates. Post

copies in the Project meeting room and temporary field office.

1. When revisions are made, distribute to the same parties and post in the same locations.

Delete parties from distribution when they have completed their assigned portion of the

Work and are no longer involved in construction activities.

C. Schedule Updating: Revise the schedule after each meeting, event, or activity where revisions

have been recognized or made. Issue the updated schedule concurrently with the report of each

meeting.

.6 SUBMITTAL SCHEDULE


SUBMITTALS

A. A submittal schedule is required for this project. The schedule shall be organized based upon the

technical specification index for divisions 2-49 of this project.

.7 DAILY CONSTRUCTION REPORTS

A. Prepare a weekly construction report recording the following information concerning events at the

site, and submit duplicate copies to the Architectat monthly intervals:

1. List of subcontractors at the site.

2. Approximate count of personnel at the site.

3. High and low temperatures, general weather conditions.

4. Accidents and unusual events.

5. Meetings and significant decisions.

6. Stoppages, delays, shortages, and losses.

7. Meter readings and similar recordings.

8. Emergency procedures.

9. Orders and requests of governing authorities.

10. Change Orders received, implemented.

11. Services connected, disconnected.

12. Equipment or system tests and startups.

13. Partial Completions, occupancies.

14. Substantial Completions authorized.

.8 SHOP DRAWINGS

A. Submit newly prepared information drawn accurately to scale. Highlight, encircle, or otherwise

indicate deviations from the Contract Documents. Do not reproduce Contract Documents or copy

standard information as the basis of Shop Drawings. Standard information prepared without

specific reference to the Project is not a Shop Drawing.

B. Shop Drawings include fabrication and installation Drawings, setting diagrams, schedules,

patterns, templates and similar Drawings. Include the following information:

1. Dimensions.

2. Identification of products and materials included by sheet and detail number.

3. Compliance with specified standards.

4. Notation of coordination requirements.

5. Notation of dimensions established by field measurement.

6. Sheet Size: Except for templates, patterns and similar full-size Drawings, submit Shop

Drawings on sheets at least 8-1/2 by 11 inches (215 by 280 mm) but no larger than 36 by

48 inches (890 by 1220 mm).

7. Initial Submittal: Submit 2 blue- or black-line prints for the Architect’s review. The

Architect will return one print.

8. Final Submittal: Submit 3 blue- or black-line prints and 2 additional prints where required

for maintenance manuals, plus the number of prints needed by the Architect for

distribution. The Architect will retain 2 prints and return the remainder.


SUBMITTALS

a. One of the prints returned shall be marked up and maintained as a "Record

Document."

9. Do not use Shop Drawings without an appropriate final stamp indicating action taken.

.9 PRODUCT DATA

A. Collect Product Data into a single submittal for each specification section or each element of

construction or system. Partial submittals will NOT BE accepted. Product Data includes printed

information, such as manufacturer's installation instructions, catalog cuts, standard color charts,

roughing-in diagrams and templates, standard wiring diagrams, and performance curves.

1. Mark each copy to show applicable choices and options. Where printed Product Data

includes information on several products that are not required, mark copies to indicate the

applicable information. Include the following information:

a. Manufacturer's printed recommendations.

b. Compliance with trade association standards.

c. Compliance with recognized testing agency standards.

d. Application of testing agency labels and seals.

e. Notation of dimensions verified by field measurement.

f. Notation of coordination requirements.

2. Do not submit Product Data until compliance with requirements of the Contract Documents

has been confirmed.

3. Submittals: Submit 2 copies of each required submittal; submit 4 copies where required for

maintenance manuals. The Architect will retain one and will return the other marked with

action taken and corrections or modifications required.

a. Unless noncompliance with Contract Document provisions is observed, the submittal

may serve as the final submittal.

4. Distribution: Furnish copies of final submittal to installers, subcontractors, suppliers,

manufacturers, fabricators, and others required for performance of construction activities.

Show distribution on transmittal forms.

a. Do not proceed with installation until a copy of Product Data is in the Installer's

possession.

b. Do not permit use of unmarked copies of Product Data in connection with

construction.

.10 SAMPLES

A. Samples are required as indicated in technical specification divisions 2-49 for this project.

.11 QUALITY ASSURANCE SUBMITTALS


SUBMITTALS

A. Submit quality-control submittals, including design data, certifications, manufacturer's

instructions, manufacturer's field reports, and other quality-control submittals as required under

other Sections of the Specifications.

B. Certifications: Where other Sections of the Specifications require certification that a product,

material, or installation complies with specified requirements, submit a notarized certification

from the manufacturer certifying compliance with specified requirements.

1. Signature: Certification shall be signed by an officer of the manufacturer or other

individual authorized to sign documents on behalf of the company.

C. Inspection and Test Reports: Requirements for submittal of inspection and test reports from

independent testing agencies are specified in Division 1 Section "Quality Control."

.12 ARCHITECT'S ACTION

A. Except for submittals for the record or information, where action and return is required, the

Architect will review each submittal, mark to indicate action taken, and return promptly.

1. Compliance with specified characteristics is the Contractor's responsibility.

B. Action Report: The Architect attach to each submittal a uniform, action summary sheet. The

Architect will mark the sheet appropriately to indicate the action taken, as follows:

1. Final Unrestricted Release: When the Architect marks a submittal "No Exceptions Taken,"

the Work covered by the submittal may proceed provided it complies with requirements of

the Contract Documents. Final payment depends on that compliance.

2. Final-But-Restricted Release: When the Architect marks a submittal "Note Markings," the

Work covered by the submittal may proceed provided it complies with notations or

corrections on the submittal and requirements of the Contract Documents. Final payment

depends on that compliance.

3. Returned for Resubmittal: When the Architect marks a submittal "Not Approved, Revise

and Resubmit," do not proceed with Work covered by the submittal, including purchasing,

fabrication, delivery, or other activity. Revise or prepare a new submittal according to the

notations; resubmit without delay. Repeat if necessary to obtain different action mark.

a. Do not use, or allow others to use, submittals marked "Not Approved, Revise and

Resubmit" at the Project Site or elsewhere where Work is in progress.

4. Other Action: Where a submittal is for information or record purposes or special

processing or other activity, the Architect will return the submittal marked "Action Not

Required."

C. Unsolicited Submittals: The Architect will return unsolicited submittals to the sender without

action.


SUBMITTALS




SPECIAL PROJECT PROCEDURES Section 01 35 13

SPECIAL PROJECT PROCEDURES

NATHANAEL GREENE ELEM. SCHOOL

DOOR REPLACEMENT

Brian McCain, Principal 336-685-5000

Owner: Guilford County Schools Maintenance Department

Carl Jobe 3920 Naco Road

Greensboro, NC 27401 336-669-1506

ROBBINS ARCHITECTURE, PA 2640 Willard Dairy Road, Suite 122

High Point, NC 27265 336-454-6753



The “SPECIAL PROJECT PROCEDURES” has been developed as a working tool with the sole

purpose of stimulating action by all parties. It is a single source of information specific to the

NATHANAEL GREENE ELEM. SCHOOL DOOR REPLACEMENT. The issues discussed in the

plan are applicable to all parties. It is a tool that will be modified as the scope of work changes

and site specific conditions change. The following items make up the SPECIAL PROJECT

PROCEDURES:

1. STUDENT SAFETY

♦ Construction fencing will be utilized as indicated on the site plan to control the

construction zone and generate a safe path of travel for students, staff and the public.

♦ 10 mph speed limit for construction traffic will be enforced.

♦ Roadways being shared with school and construction traffic will be closely

supervised.

2. STUDENT SECURITY

♦ No Construction personnel in school building during school hours without

authorization from the principal or owner.

3. PARKING

♦ Construction parking in designated contractor parking, staging, and overflow parking

areas only.

4. EMERGENCY ACCESS TO SITE

♦ To Be Determined at the Pre-Bid Conference

5. VEHICULAR TRAFFIC ISSUES

♦ To Be Determined at the Pre-Bid Conference

6. WORKERS CODE OF CONDUCT

♦ Zero tolerance policy for cursing, cat calling, or unauthorized inter-action with

students, staff or parents.

♦ Swift prosecution of illegal drug, alcohol, tobacco, or firearm violations.

♦ Security background checks are required for every worker on site.



7. CONSTRUCTION SCHEDULE & SEQUENCE

• Construction will be performed as determined at the Pre-Bid Conference.

• Construction locations and sequencing will be coordinated with the school

principal and school construction and capital planning so as to not interfere

with normal school operations.

8. CONSTRUCTION WORK HOURS

♦ 7:00 AM – 5:00 PM or as determined at Pre-Bid Conference

9. DIRT, DUST AND NOISE

♦ Daily clean up will done by the contractor’s to maintain a clean site.

♦ Roadway debris will be kept clean using a tractor mounted road sweeper or other

appropriate means.

♦ Noise in adjacent areas to summer school classrooms will be kept to a minimum so as

to not interfere with class studies. NO NOISE is permitted during testing.

10. WEEKLY UPDATE MEETINGS

♦ A project update meeting will be held at the site at a time to be determined

11. COMMUNICATIONS PROCEDURES

♦ All communication to the principal or the Owner will flow through the Architect or

Carl Jobe, GCS Maintenance.

[PROJECT NAME HERE]

[photograph here]

[CONTRACTOR

NAME HERE]

TAG # 001

Section 00625

School Board Policy CPGA

No Use of Tobacco Products

GUILFORD COUNTY SCHOOL BOARD POLICY

Descriptor Term:

TOBACCO – SMOKE FREE

WORKPLACE

Descriptor Code:

CPGA

Draft Date:

February 15, 2001

Date Issued by

Superintendent:

February 23, 2001

Revised by Board:

May 29, 2014

The use of tobacco products on or in any school property, or at any school-

sponsored activity or event (regardless of location), is prohibited. Tobacco

products are defined as cigarettes, cigars, blunts, bidis, pipes, chewing tobacco,

snuff, and any other items containing or reasonably resembling tobacco or

tobacco products. E-cigarettes are considered cigarettes for purposes of this

prohibition and are not permitted.

This policy will be strictly enforced, as follows:

1. Employees in violation of this policy will be subject to disciplinary action.

2. Student discipline for infractions will continue to be as outlined in the

Student Code of Conduct.

3. Others who violate this policy will be asked to appropriately dispose of

tobacco products. If they do not promptly comply, they will be asked to leave

school property immediately.

Strict enforcement of Sections (1) and (3) above will begin on April 17, 2001.

Based on Senate bill 530/S.L. 2013-165

CLOSEOUT PROCEDURES Section 01 77 00

CLOSEOUT PROCEDURES


PART 1 - GENERAL




1.2 SUMMARY

A. This Section includes administrative and procedural requirements for contract closeout,

including, but not limited to, the following:

1. Inspection procedures.

2. Project Record Documents.

3. Operation and maintenance manuals.

4. Warranties.

5. Instruction of Guilford County School’s personnel.

6. Final cleaning.

B. Specific requirements of each contract are also indicated in individual Specification Sections,

All Bid Documents and on Drawings.

1.3 SUBSTANTIAL COMPLETION

A. Preliminary Procedures: Before requesting inspection for determining date of Substantial

Completion, complete the following. List items below that are incomplete in request.

1. GC to prepare a list of items to be completed and corrected (punch list), the value of

items on the list, and reasons why the Work is not complete.

2. Advise Guilford County Schools of pending insurance changeover requirements.

3. Submit specific warranties, workmanship bonds, maintenance service agreements, final

certifications, and similar documents.

4. Obtain and submit releases permitting Guilford County Schools unrestricted use of the

Work and access to services and utilities. Include occupancy permits, operating

certificates, and similar releases.

5. Prepare and submit Project Record Documents, operation and maintenance manuals,

Final Completion construction photographs, damage or settlement surveys, property

surveys, and similar final record information.

6. Deliver tools, spare parts, extra materials, and similar items to location designated by

Guilford County Schools. Label with manufacturer's name and model number where

applicable.


CLOSEOUT PROCEDURES

7. Terminate and remove temporary facilities from Project site, along with mockups,

construction tools, and similar elements.

B. Inspection: Submit a written request for inspection for Substantial Completion. On receipt of

request, Engineer, Owner, Owner’s Rep or Program / Construction Manager will either proceed

with inspection or notify Contractor of unfulfilled requirements. Engineer will prepare the

Certificate of Substantial Completion after inspection or will notify Contractor of items, either

on Contractor's list or additional items identified by Engineer, Owner, Owner’s Rep or Program

/ Construction Manager, that must be completed or corrected before certificate will be issued.

1. Re-inspection: Request re-inspection when the Work identified in previous inspections

as incomplete is completed or corrected.

2. Results of completed inspection will form the basis of requirements for Final

Completion.

1.4 FINAL COMPLETION

A. Preliminary Procedures: Before requesting final inspection for determining date of Final

Completion, complete the following:

1. Submit a final Application for Payment according to Division 1 Section "Payment

Procedures."

2. Submit certified copy of Engineer's Substantial Completion inspection list of items to be

completed or corrected (punch list), endorsed and dated by Engineer. The certified copy

of the list shall state that each item has been completed or otherwise resolved for

acceptance.

3. Submit evidence of final, continuing insurance coverage complying with insurance

requirements.

4. Final Completion must be achieved within 30 calendar days of Substantial Completion.

B. Inspection: Submit a written request for final inspection for acceptance. On receipt of request,

Engineer, Owner, Owner’s Rep or Program / Construction Manager will either proceed with

inspection or notify Contractor of unfulfilled requirements. Engineer will accept for review, a

final Certificate for Payment after inspection or will notify Contractor of construction that must

be completed or corrected before certificate will be issued.

1. Reinspection: Request reinspection when the Work identified in previous inspections as

incomplete is completed or corrected.

1.5 LIST OF INCOMPLETE ITEMS (PUNCH LIST)

A. Preparation: Submit three copies of list. Include name and identification of each space and area

affected by construction operations for incomplete items and items needing correction

including, if necessary, areas disturbed by Contractor that are outside the limits of construction.

B. Organize list of spaces in sequential order.


CLOSEOUT PROCEDURES

1. Organize items applying to each space by major element, including categories for ceiling,

individual walls, floors, equipment, and building systems.

2. Include the following information at the top of each page:

a. Project name.

b. Date.

c. Name of Engineer.

d. Name of Contractor.

e. Page number.

1.6 PROJECT RECORD DOCUMENTS

A. General: Do not use Project Record Documents for construction purposes. Protect Project

Record Documents from deterioration and loss. Provide access to Project Record Documents

for Engineer, Owner, Owner’s Rep or Program / Construction Manager reference during normal

working hours.

B. Record Drawings: Maintain and submit one set of blue- or black-line white prints of Contract

Drawings and Shop Drawings.

1. Mark Record Prints to show the actual installation where installation varies from that

shown originally. Require individual or entity who obtained record data, whether

individual or entity is Installer, subcontractor, or similar entity, to prepare the marked-up

Record Prints.

a. Give particular attention to information on concealed elements that cannot be

readily identified and recorded later.

b. Accurately record information in an understandable drawing technique.

c. Record data as soon as possible after obtaining it. Record and check the markup

before enclosing concealed installations.

d. Mark Contract Drawings or Shop Drawings, whichever is most capable of showing

actual physical conditions, completely and accurately. Where Shop Drawings are

marked, show cross-reference on Contract Drawings.

2. Mark record sets with erasable, red-colored pencil. Use other colors to distinguish

between changes for different categories of the Work at the same location.

3. Mark important additional information that was either shown schematically or omitted

from original Drawings.

4. Note Construction Change Directive numbers, Change Order numbers, alternate

numbers, and similar identification where applicable.

5. Identify and date each Record Drawing; include the designation "PROJECT RECORD

DRAWING" in a prominent location. Organize into manageable sets; bind each set with

durable paper cover sheets. Include identification on cover sheets.

6. Provide a spreadsheet inventory list of all filters, sizes, locations, etc. prior to Substantial

Completion.


CLOSEOUT PROCEDURES

C. Record Specifications: Submit one copy of Project's Specifications, including addenda and

contract modifications. Mark copy to indicate the actual product installation where installation

varies from that indicated in Specifications, addenda, and contract modifications.

1. Give particular attention to information on concealed products and installations that

cannot be readily identified and recorded later.

2. Mark copy with the proprietary name and model number of products, materials, and

equipment furnished, including substitutions and product options selected.

3. Note related Change Orders, Record Drawings, and Product Data, where applicable.

D. Record Product Data: Submit one copy of each Product Data submittal. Mark one set to

indicate the actual product installation where installation varies substantially from that indicated

in Product Data.

1. Give particular attention to information on concealed products and installations that

cannot be readily identified and recorded later.

2. Include significant changes in the product delivered to Project site and changes in

manufacturer's written instructions for installation.

3. Note related Change Orders, Record Drawings, and Record Specifications, where

applicable.

E. Miscellaneous Record Submittals: Assemble miscellaneous records required by other

Specification Sections for miscellaneous record keeping and submittal in connection with actual

performance of the Work. Bind or file miscellaneous records and identify each, ready for

continued use and reference.

1.7 WARRANTIES

A. Submittal Time: Submit written warranties on request of Engineer for designated portions of

the Work where commencement of warranties other than date of Substantial Completion is

indicated.

B. Partial Occupancy: Submit properly executed warranties within 15 working days of completion

of designated portions of the Work that are completed and occupied or used by Guilford County

Schools during construction period.

C. Organize warranty documents into an orderly sequence based on the table of contents of the

Project Manual. Utilize the format of the attached Warranty and Closeout index at the end of

section 01 78 36 Warranties.

1. Bind warranties and bonds in heavy-duty, 3-ring, vinyl-covered, loose-leaf binders,

thickness as necessary to accommodate contents, and sized to receive 8-1/2-by-11-inch

paper.

2. Provide heavy duty dividers with pre-numbered plastic coated tabs for each separate

warranty. Provide a typed description of the product or installation on the index (see

example at the end of this section). Include the spec section number, name of the


CLOSEOUT PROCEDURES

product, and the name, address, and telephone number of the Installer on the Contractor

and Supplier List at the front of the warranty binder.

3. Identify each binder on the front and spine with the typed or printed title

"WARRANTIES," Project title or name, and name of the Contractor. Use the spine &

cover sheet examples at the end of this section as templates.

4. When warranted construction requires operation and maintenance manuals, provide

additional copies of each required warranty, as necessary, for inclusion in each required

manual.

D. Provide additional copies of each warranty to include in operation and maintenance manuals.

E. Provide 3 hard copies, and 1 electronic copy in Portable Document Format (PDF), of all

closeout documents to Engineer for distribution to Owner. This includes O & M Manuals,

Project Documents, As-Built Drawings, Approvals, Certificates, and all warranty information.

PDF is to be verified as fully searchable and Indexed by spec section number, or by plan section

and page number for drawings, and the index shall be fully linked with the document pages.

PART 2 - PRODUCTS

2.1 MATERIALS

A. Cleaning Agents: Use cleaning materials and agents recommended by manufacturer or

fabricator of the surface to be cleaned. Do not use cleaning agents that are potentially

hazardous to health or property or that might damage finished surfaces.

PART 3 - EXECUTION

3.1 FINAL CLEANING

A. General: Provide final cleaning. Final Cleaning is the responsibility of the General Contractor.

Conduct cleaning and waste-removal operations to comply with local laws and ordinances and

Federal and local environmental and antipollution regulations.

B. Cleaning: Employ experienced workers or professional cleaners for final cleaning. Clean each

surface or unit to condition expected in an average commercial building cleaning and

maintenance program. Comply with manufacturer's written instructions.

1. Complete the following cleaning operations before requesting inspection for certification

of Substantial Completion for entire Project or for a portion of Project:


CLOSEOUT PROCEDURES

a. Clean Project site, yard, and grounds, in areas disturbed by construction activities,

including landscape development areas, of rubbish, waste material, litter, and other

foreign substances.

b. Sweep paved areas broom clean. Remove petrochemical spills, stains, and other

foreign deposits.

c. Pressure wash all concrete and paved surfaces.

d. Rake grounds that are neither planted nor paved to a smooth, even-textured

surface.

e. Remove tools, construction equipment, machinery, and surplus material from

Project site.

f. Remove snow and ice to provide for safe access to facility. Continue providing

this service until substantial completion has been achieved.

g. Remove debris and surface dust from limited access spaces, including roofs,

plenums, shafts, trenches, equipment vaults / closets, manholes, attics, mezzanines

and similar spaces.

h. Sweep concrete floors broom clean with sweeping compound.

i. Vacuum carpet and similar soft surfaces, removing debris and excess nap; have

carpets professionally shampooed / cleaned if visible soil or stains remain.

j. Clean transparent materials, including mirrors and glass in doors and windows.

Remove glazing compounds and other noticeable, vision obscuring materials.

Replace chipped or broken glass and other materials. Polish mirrors and glass,

taking care not to scratch surfaces.

k. Remove labels that are not permanent.

l. Touch up and otherwise repair and restore marred, exposed finishes and surfaces.

Replace finishes and surfaces that cannot be satisfactorily repaired or restored or

that already show evidence of repair or restoration.

m. Remove any paint from “UL” and similar labels, including mechanical and

electrical nameplates.

n. Wipe surfaces of mechanical and electrical equipment, elevator equipment and

similar equipment. Remove excess lubrication, paint and mortar drippings, and

other foreign substances.

o. Replace parts subject to unusual operating conditions.

p. Clean plumbing fixtures to a sanitary condition, free of stains, including stains

from water exposure.

q. Replace disposable air filters and clean permanent air filters. Clean exposed

surfaces of all diffusers, registers and grilles.

r. Clean ducts, blowers and coils.

s. Clean light fixtures, lamps, globes, and reflectors to function with full efficiency.

Replace burned out bulbs, and those noticeably dimmed by hours of use, and

defective and / or noisy starters in fluorescent and mercury vapor fixtures to

comply with requirements for new fixtures.

t. GC to be responsible for professional final cleaning of the interior of the building

to include six (6) coats of wax on all VCT or hard surface flooring.

u. All fixtures to be wiped clean. Food Service equipment to be cleaned. The GC

warrants that it will provide the facility in a “white glove test” condition to the

Owner.

v. GC to be responsible for final cleaning of building exterior to include windows and

all horizontal and vertical surfaces.


CLOSEOUT PROCEDURES

w. GC to pressure wash all exterior hard surfaces.

x. GC to provide the same cleaning as listed herein for adjacent spaces that have been

effected by the construction process.

C. Comply with safety standards for cleaning. Do not burn waste materials. Do not bury debris or

excess materials on Guilford County Schools' property. Do not discharge volatile, harmful, or

dangerous materials into drainage systems. Remove waste materials from Project site and

dispose of lawfully.


Closeout Requirements Section 01 77 19

1 of 1

[Insert Date]

[PROJECT NAME HERE] [PROJECT LOCATION HERE] Contractor: [Insert Contractor] Substantial Completion Date: [Insert Substantial Completion Date]

The following documents must be completed and submitted by each prime contractor. Documents shall be submitted to the Architect in a single package with this (completed) checklist attached. The Architect must receive all documents before the Contractor’s Final Application for Payment can be reviewed.

1. *Final Application for Payment (with Continuation Sheets & Tax Reports)

2. *Executed Certificate of substantial Completion with punch list attached.

3. *Contractor’s Affidavit of Payment of Debts and Claims (fully executed – AIA Form G706)

4. *Contractor’s Affidavit of Release of Liens (fully executed – AIA Form G 706A)

5. *Release of liens by subcontractors and/or vendors (fully executed – when required)

6. *Consent of Surety to Final Payment (AIA G707)

7. Certificate of Occupancy from proper municipality

8. Contractor’s One-Year Warranty (notarized)

9. Warranty summary sheet and original warranties for specific items (roof, motors, etc.)

10. Certification letter from Contractor stating that no asbestos containing materials were used.

11. Final list of all subcontractors with names, addresses, and phone numbers

12. Record Drawings and cover letter indicating that they have been reviewed and are as accurate and complete as possible.

13. Certified Testing and Balancing Report for HVAC System with cover letter indicating it has been reviewed and approved by consulting Engineer.

* Provide directly to Architect (Attn: Director of Bidding and Contract Services). Do not include in O&M manuals.

All remaining items shall be directed to the Architect’s Construction Administrator.

Contractor’s Signature Date Architect/Engineer’s Signature Date GCS Close-out Manager’s Signature Date

WARRANTIES Section 01 78 36

WARRANTIES


PART 1 - GENERAL




.2 SUMMARY

A. This Section includes administrative and procedural requirements for warranties required by the

Contract Documents, including manufacturers’ standard warranties on products and special

warranties.

1. Refer to the General Conditions for terms of the Contractor's period for correction of the

Work.

B. Related Sections: The following Sections contain requirements that relate to this Section:

1. Division 1 Section "Submittals" specifies procedures for submitting warranties.

2. Division 1 Section "Closeout Procedures" specifies contract closeout procedures.

3. Divisions 2 through 49 Sections for specific requirements for warranties on products and

installations specified to be warranted.

4. Certifications and other commitments and agreements for continuing services to Owner are

specified elsewhere in the Contract Documents.

C. Disclaimers and Limitations: Manufacturer's disclaimers and limitations on product warranties do

not relieve the Contractor of the warranty on the Work that incorporates the products.

Manufacturer's disclaimers and limitations on product warranties do not relieve suppliers,

manufacturers, and subcontractors required to countersign special warranties with the Contractor.

.3 DEFINITIONS

A. Standard product warranties are preprinted written warranties published by individual

manufacturers for particular products and are specifically endorsed by the manufacturer to the

Owner.

B. Special warranties are written warranties required by or incorporated in the Contract Documents,

either to extend time limits provided by standard warranties or to provide greater rights for the

Owner.

.4 WARRANTY REQUIREMENTS

A. Related Damages and Losses: When correcting failed or damaged warranted construction,

remove and replace construction that has been damaged as a result of such failure or must be

removed and replaced to provide access for correction of warranted construction.


WARRANTIES

B. Reinstatement of Warranty: When Work covered by a warranty has failed and been corrected by

replacement or rebuilding, reinstate the warranty by written endorsement. The reinstated warranty

shall be equal to the original warranty with an equitable adjustment for depreciation.

C. Replacement Cost: Upon determination that Work covered by a warranty has failed, replace or

rebuild the Work to an acceptable condition complying with requirements of the Contract

Documents. The Contractor is responsible for the cost of replacing or rebuilding defective Work

regardless of whether the Owner has benefited from use of the Work through a portion of its

anticipated useful service life.

D. Owner's Recourse: Expressed warranties made to the Owner are in addition to implied warranties

and shall not limit the duties, obligations, rights, and remedies otherwise available under the law.

Expressed warranty periods shall not be interpreted as limitations on the time in which the Owner

can enforce such other duties, obligations, rights, or remedies.

1. Rejection of Warranties: The Owner reserves the right to reject warranties and to limit

selection to products with warranties not in conflict with requirements of the Contract

Documents.

E. Where the Contract Documents require a special warranty, or similar commitment on the Work or

part of the Work, the Owner reserves the right to refuse to accept the Work, until the Contractor

presents evidence that entities required to countersign such commitments are willing to do so.

.5 SUBMITTALS

A. Submit written warranties as hard copies, as well as in Portable Document Format (PDF) to the

Architect prior to the date certified for Substantial Completion. If the Architect's Certificate of

Substantial Completion designates a commencement date for warranties other than the date of

Substantial Completion for the Work, or a designated portion of the Work, submit written

warranties upon request of the Architect. Note that the warranty period does not commence until

Certificate of Substantial Completion has been issued for the project.

1. When a designated portion of the Work is completed and occupied or used by the Owner,

by separate agreement with the Contractor during the construction period, submit properly

executed warranties to the Architect within 15 days of completion of that designated

portion of the Work.

B. When the Contract Documents require the Contractor, or the Contractor and a subcontractor,

supplier or manufacturer to execute a special warranty, prepare a written document that contains

appropriate terms and identification, ready for execution by the required parties. Submit a draft to

the Owner, through the Architect, for approval prior to final execution.

1. Refer to Divisions 2 through 49 Sections for specific content requirements and particular

requirements for submitting special warranties.


WARRANTIES

C. Bind warranties and bonds in heavy-duty, commercial-quality, durable 3-ring, vinyl-covered

loose-leaf binders, thickness as necessary to accommodate contents, and sized to receive 8-1/2-by-

11-inch paper.

2. Provide dividers with pre-numbered plastic coated tabs for each separate warranty.

Provide a typed description of the product or installation on the index (see example at the

end of this section). Include the spec section number, name of the product, and the name,

address, and telephone number of the Installer on the Contractor and Supplier List at the

front of the warranty binder.

3. Identify each binder on the front and spine with the typed or printed title

"WARRANTIES," Project title or name, and name of the Contractor. Use the spine &

cover sheet examples at the end of this section as templates.

4. When warranted construction requires operation and maintenance manuals, provide

additional copies of each required warranty, as necessary, for inclusion in each required

manual.

D. INSTRUCTIONS FOR CLOSEOUT BINDERS

1. GCS will provide a PDF or Microsoft Word and Excel files to the contractor for each project with

the format information for the three ringed Warranty Binders and O & M Binders. The Prime

contractor(s) will prepare 4 identical Warranty/Closeout binders and 4 identical sets of O&M

binders with original documents in each binder.

• Warranty and Closeout Manuals - 4 identical binders with original documents.

• Operation and Maintenance Manuals - 4 identical binders with original documents.

There will be a minimum of 6 binders total (3 each for Warranty / Closeout and 3 each for O&M

with original documents) submitted to the architect for review and forwarded to GCS if acceptable.

The fourth (4th) copy of the binders is to be kept by the contractor as a back-up set, in case the

originals are lost in transit between offices.

A table of contents and corresponding numbered divider tabs will be included and MUST be utilized to identify and separate the contents. If the table of contents and numbered tabs are not

utilized, the manuals will not be reviewed and will be rejected.

2. The Warranty and O&M table of contents was taken directly from the Specifications, if any of the

items listed do not apply (have been deleted/changed by change order insert an “exception sheet”

behind the corresponding numbered tab (samples attached) with the following information:

a. Item that was changed, deleted or not required with a signature block for the contractor and

architect.

Note: DO NOT leave a blank space behind a tab. If the information is located somewhere else put

a copy of it behind the appropriate tab or put a sheet behind the tab stating exactly where the

information is located (i.e. “Product data is included on the shop drawing.”).


WARRANTIES

Where multiple Warranty Binders are required to complete a single set, indicate the Volume

# of the set # (IE. Volume __1__ of __2__), and the Tab #s included in each binder (IE. Tabs

__1__ thru __25__).

The architect is to ensure that there are no blank tabs in the binders before forwarding them

to GCS.

3. Provide following information on the cover and spine of each manual:

Name of School or Project

Name of the Manual, i.e., Warranty & Closeout Manual.

Contractor’s Name

Contract Type i.e. General Prime Contract (if multi-prime project) or Single Prime Contract

Name of Architect/Engineer

Date of substantial completion

Volume ______ of ______

Tabs ______ Thru ______

4. Please make sure the following conditions are adhered to:

• All warranties must be made out to the owner, (i.e. Guilford County Schools) and contain the

project name and address.

• All warranties must have proof of authenticity. Contractor and installer warranties must be signed

originals specifying project, owner and warranty period commencing from the date of substantial

completion. The document can state “from substantial completion” or give the actual architect

certified date. Either of the following is considered acceptable for manufacturers’ warranties: An

original manufacturer warranty with name of project, owner and date of substantial completion, a

manufacturer warranty accompanied by an original letter from the manufacturer bearing original or

electronic signatures of manufacturer, certifying the authenticity of the manufacturer’s standard

warranty naming project, school, and date of substantial completion; a manufacturer’s warranty

accompanied by a manufacturer’s agent original signed letter certifying the authenticity and naming

project, owner and date of substantial completion. A manufacturer’s agent certification will only be

considered acceptable if it is accompanied by a signed letter from the manufacturer verifying the

agent has Power of Attorney or specific authority to authenticate the manufacturer’s warranty as

“project specific”.

• Check that warranties include labor where specified.

• The Prime contractor’s corporate seal (if a corporation) is required on section 00 78 36 warranties.

• The commencement date for all warranties is the date of substantial completion. This date shall be

listed on the warranty or shall say “from the date of declared substantial completion”. A

manufacturer’s warranty on equipment shall always cover the gap from early start up to the date of

substantial completion. This is a part of the contract and a cost of the work.

• Warranties cannot contain conditional clauses (such as “this warranty is not or shall not become

effective until the contractor has been paid in full”).


WARRANTIES

• A separate training letter and associated sign in sheet are required for each required owner training session. Included in the warranty closeout document binder under “Letters &

Certifications”.

• Stock Materials must be transported to the GCS Maintenance Department. 3920 Naco Rd. in

Greensboro, NC. A copy of the signed transmittal showing delivery of stock materials took place

is to be included in the warranty closeout binder.

• An As-Built Survey showing “line and grade” is required to be submitted and approved by the civil

engineer for all site work, site utilities and buildings installed under this contract.

• All keys listed below shall be turned over to the owner in one submission package accompanied by

a signed itemized transmittal identifying the contents of the submission. A copy of the signed

transmittal is to be included in the warranty closeout binder along with the hardware suppliers “key

letter” sent to the owner under separate cover when the door hardware keys were sent.

• Door hardware keys with a key box (sent directly to GCS by the hardware

supplier with separate transmittals)

• Kitchen equipment keys

• Walk-in cooler & freezer keys

• Roll up door & grill keys

• Elevator keys

• Electrical panel keys – one (1) per panel

• HVAC controls panel keys

• Fire alarm panel keys - one (1) per panel

• Security alarm panel keys

• Sound system cabinet keys

• Hose bib / wall hydrant keys - one (1) per hose bib / wall / hydrant

• Classroom teacher’s cabinet keys – two (2) per lockable cabinet

• Generator Keys

• Press Box / Announcer’s Box Keys – 2 minimum

• Fire Alarm Device Keys – one (1) per device

• Access Panel / Door Keys


WARRANTIES

Exception to Contract Documents

For use when a work item identified in the GCS provided Warranty and O&M Binders are deleted from the project or changed and recorded by change order.

Name of Project: _____________________________ Specification Section:__________________________

The product date and submittal information

O&M Manuals;

Warranty;

Shop Drawings were not required for this specification section as a result of a change order:

# _____________ dated ___________.

_______________________ Name, Project Manager, (Company Name) Contractor _______________________ Name Construction Administrator, (Company Name) Architect


WARRANTIES




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